MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
and
MIDLAND LOAN SERVICES, INC.
Master Servicer No. 1
and
WELLS FARGO BANK NATIONAL ASSOCIATION
Master Servicer No. 2
and
LNR PARTNERS, INC.
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
---------------------------------
$4,522,709,155 (approximate)
ML-CFC Commercial Mortgage Trust 2006-4
Commercial Mortgage Pass-Through Certificates Series 2006-4
Series 2006-4
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined
Terms..................................................................................6
SECTION 1.02.
Certain Adjustments to the Principal Distributions on the
Certificates........................98
SECTION 1.03.
Calculation of
LIBOR.........................................................................101
ARTICLE II
CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
Conveyance of Trust Mortgage
Loans...........................................................102
SECTION 2.02.
Acceptance of the Trust Fund by
Trustee......................................................105
SECTION 2.03.
Mortgage Loan Seller's Repurchase or Substitution of Trust Mortgage
Loans for Document Defects and Breaches of Representations and
Warranties..................107
SECTION 2.04.
Representations and Warranties of
Depositor..................................................111
SECTION 2.05.
Acceptance of REMIC I and Grantor Trusts by
Trustee..........................................112
SECTION 2.06.
Execution, Authentication and Delivery of Class R-I Certificates;
Issuance
of REMIC I Regular
Interests...............................................................112
SECTION 2.07.
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee...................112
SECTION 2.08.
Execution, Authentication and Delivery of REMIC II
Certificates..............................113
SECTION 2.09.
Conveyance of Class A-2FL REMIC II Regular Interest and Class AJ-FL
REMIC II Regular Interest; Acceptance of Grantor Trust A-2FL and
Grantor
Trust AJ-FL by
Trustee.....................................................................113
SECTION 2.10.
Execution, Authentication and Delivery of Class A-2FL Certificates
and
Class AJ-FL
Certificates...................................................................113
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01.
Administration of the Mortgage
Loans.........................................................114
SECTION 3.02.
Collection of Mortgage Loan
Payments.........................................................117
SECTION 3.03.
Collection of Taxes, Assessments and Similar Items; Servicing
Advances; Servicing
Accounts; Reserve
Accounts.................................................................120
SECTION 3.04.
Collection Accounts, Interest Reserve Account, Additional Interest
Account,
Distribution Account, Gain-on-Sale Reserve Account and Loan
Combination
Custodial
Accounts.........................................................................126
SECTION 3.05.
Permitted Withdrawals From the Collection Accounts, the Interest
Reserve Account,
the Additional Interest Account, the Distribution Account and the
Loan
Combination Custodial
Accounts.............................................................133
SECTION 3.06.
Investment of Funds in the Servicing Accounts, the Reserve
Accounts, the
Collection Accounts, the Distribution Account, the Loan Combination
Custodial
Accounts, the Additional Interest Account, the Gain-on-Sale Reserve
Account
and the REO
Accounts.......................................................................144
SECTION 3.07.
Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage................146
SECTION 3.08.
Enforcement of Alienation
Clauses............................................................151
SECTION 3.09.
Realization Upon Defaulted Mortgage Loans; Required
Appraisals...............................154
SECTION 3.10.
Trustee and Custodian to Cooperate; Release of Mortgage
Files................................159
SECTION 3.11.
Servicing
Compensation.......................................................................160
SECTION 3.12.
Property Inspections; Collection of Financial Statements; Delivery
of Certain Reports........166
SECTION 3.13.
Annual Statement as to
Compliance............................................................171
SECTION 3.14.
Reports on Assessment of Compliance with Servicing Criteria;
Registered Public
Accounting Firm Attestation
Reports........................................................172
SECTION 3.15.
Access to Certain
Information................................................................174
SECTION 3.16.
Title to REO Property; REO
Accounts..........................................................178
SECTION 3.17.
Management of REO
Property...................................................................180
SECTION 3.18.
Resolution of Defaulted Mortgage Loans and REO
Properties....................................183
SECTION 3.19.
Additional Obligations of the Master
Servicers...............................................190
SECTION 3.20.
Modifications, Waivers, Amendments and
Consents..............................................191
SECTION 3.21.
Transfer of Servicing Between the Master Servicers and the Special
Servicer; Record
Keeping....................................................................................198
SECTION 3.22.
Sub-Servicing
Agreements.....................................................................201
SECTION 3.23.
Representations and Warranties of Each Master Servicer and the
Special Servicer..............204
SECTION 3.24.
Sub-Servicing Agreement Representation and
Warranty..........................................206
SECTION 3.25.
Designation of Controlling Class
Representative..............................................207
SECTION 3.26.
Application of Default
Charges...............................................................208
SECTION 3.27.
Controlling Class Representative Contact with
Servicer.......................................209
SECTION 3.28.
Certain Matters Regarding the Loan
Combinations..............................................209
SECTION 3.29.
Litigation
Control...........................................................................211
SECTION 3.30.
The Swap
Agreements..........................................................................214
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions................................................................................219
SECTION 4.02.
Statements to
Certificateholders.............................................................235
SECTION 4.03.
P&I Advances; Reimbursement of P&I Advances and Servicing
Advances...........................241
SECTION 4.04.
Allocation of Realized Losses and Additional Trust Fund
Expenses.............................245
SECTION 4.05.
Calculations.................................................................................247
ARTICLE V
THE CERTIFICATES
SECTION 5.01.
The
Certificates.............................................................................248
SECTION 5.02.
Registration of Transfer and Exchange of
Certificates........................................248
SECTION 5.03.
Book-Entry
Certificates......................................................................256
SECTION 5.04.
Mutilated, Destroyed, Lost or Stolen
Certificates............................................258
SECTION 5.05.
Persons Deemed
Owners........................................................................258
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01.
Liability of Depositor, Master Servicers and Special
Servicer................................259
SECTION 6.02.
Merger, Consolidation or Conversion of Depositor or Master
Servicers or Special Servicer.....259
SECTION 6.03.
Limitation on Liability of the Depositor, the Master Servicers, the
Special Servicer
and
Others.................................................................................259
SECTION 6.04.
Resignation of Master Servicers and the Special
Servicer.....................................262
SECTION 6.05.
Rights of Depositor and Trustee in Respect of Master Servicers and
the Special Servicer......263
SECTION 6.06.
Depositor, Master Servicers and Special Servicer to Cooperate with
Trustee...................264
SECTION 6.07.
Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer....................264
SECTION 6.08.
Depositor, Master Servicers and Trustee to Cooperate with Special
Servicer...................264
SECTION 6.09.
Designation of Special Servicer by the Controlling
Class.....................................264
SECTION 6.10.
Either Master Servicer or the Special Servicer as Owner of a
Certificate.....................265
SECTION 6.11.
The Controlling Class
Representative.........................................................266
SECTION 6.12.
Certain Matters with Respect to the Park La Brea Apartments Loan
Combination.................269
ARTICLE VII
DEFAULT
SECTION 7.01.
Events of
Default............................................................................270
SECTION 7.02.
Trustee to Act; Appointment of
Successor.....................................................275
SECTION 7.03.
Notification to
Certificateholders...........................................................276
SECTION 7.04.
Waiver of Events of
Default..................................................................276
SECTION 7.05.
Additional Remedies of Trustee Upon Event of
Default.........................................276
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE FISCAL AGENT
SECTION 8.01.
Duties of
Trustee............................................................................278
SECTION 8.02.
Certain Matters Affecting
Trustee............................................................279
SECTION 8.03.
Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or
Mortgage
Loans.............................................................................281
SECTION 8.04.
Trustee and Fiscal Agent May Own
Certificates................................................281
SECTION 8.05.
Fees and Expenses of Trustee; Indemnification of
Trustee.....................................281
SECTION 8.06.
Eligibility Requirements for
Trustee.........................................................282
SECTION 8.07.
Resignation and Removal of
Trustee...........................................................283
SECTION 8.08.
Successor
Trustee............................................................................284
SECTION 8.09.
Merger or Consolidation of
Trustee...........................................................285
SECTION 8.10.
Appointment of Co-Trustee or Separate
Trustee................................................285
SECTION 8.11.
Appointment of
Custodians....................................................................286
SECTION 8.12.
Appointment of Authenticating
Agents.........................................................286
SECTION 8.13.
Access to Certain
Information................................................................287
SECTION 8.14.
Appointment of REMIC
Administrators..........................................................288
SECTION 8.15.
Representations, Warranties and Covenants of
Trustee.........................................288
SECTION 8.16.
Reports to the
Commission....................................................................289
SECTION 8.17.
Maintenance of Mortgage
File.................................................................296
SECTION 8.18.
Appointment of Fiscal
Agent..................................................................297
ARTICLE IX
TERMINATION
SECTION 9.01.
Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans.......................299
SECTION 9.02.
Additional Termination
Requirements..........................................................302
SECTION 9.03.
Non-Serviced Trust Mortgage
Loans............................................................303
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01.
REMIC
Administration.........................................................................304
SECTION 10.02.
Grantor Trust
Administration.................................................................308
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment....................................................................................311
SECTION 11.02.
Recordation of Agreement;
Counterparts.......................................................313
SECTION 11.03.
Limitation on Rights of
Certificateholders...................................................313
SECTION 11.04.
Governing Law; Waiver of Trial By
Jury.......................................................314
SECTION 11.05.
Notices......................................................................................314
SECTION 11.06.
Severability of
Provisions...................................................................316
SECTION 11.07.
Grant of a Security
Interest.................................................................316
SECTION 11.08.
Streit
Act...................................................................................317
SECTION 11.09.
Successors and Assigns;
Beneficiaries........................................................317
SECTION 11.10.
Article and Section
Headings.................................................................317
SECTION 11.11.
Notices to Rating
Agencies...................................................................317
SECTION 11.12.
Complete
Agreement...........................................................................319
SCHEDULES AND EXHIBITS
Schedule No.
Schedule Description
------------
--------------------
Schedule I
Mortgage Loan Schedule
Schedule II
List of Mortgage Loans with Secured Creditor Environmental
Insurance Policies
Schedule III
Class XP Reference Rate Schedule
Schedule IV
Class A-SB Planned Principal Balances
Schedule V
Sub-Servicers as to Which Sub-Servicing Agreements Are In Effect on
the Closing Date
Schedule VI
List of Mortgage Loans Requiring Operations and Maintenance Plans
Schedule VII
List of Serviced Mortgage Loans as to Which Releases of Earnout
Reserves, Holdbacks and Letters of
Credit are to be Processed by the Special Servicer
Exhibit No.
Exhibit Description
------------
-------------------
A-1
Form of Class A-1, A-2, A-2FL, A-3, A-SB and A-1A Certificates
A-2
Form of Class XP Certificate
A-3
Form of Class XC Certificates
A-4
Form of Class AM, AJ, AJ-FL, B, C and D Certificates
A-5
Form of Class E, F, G and H Certificates
A-6
Form of Class J, K, L, M, N, P and Q Certificates
A-7
Form of Class R-I and R-II Certificates
A-8
[RESERVED]
B
Form of Distribution Date Statement
C
Form of Custodial Certification
D-1
Form of Master Servicer Request for Release
D-2
Form of Special Servicer Request for Release
E-1
Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(b))
E-2A
Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(b))
E-2B
Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
(Pursuant to Section 5.02(b))
E-2C
Form of Transferee Certificate for Transfers of Interests in Rule
144A Global Certificates
(Pursuant to Section 5.02(b))
E-2D
Form of Transferee Certificate for Transfers of Interests in
Regulation S Global Certificates
(Pursuant to Section 5.02(b))
F-1
Form I of Transferee Certificate Regarding ERISA Matters
(Definitive Non-Registered Certificates) (Pursuant to Section
5.02(c))
F-2
Form II of Transferee Certificate Regarding ERISA Matters
(Book-Entry Non-Registered Certificates) (Pursuant to Section
5.02(c))
G-1
Form of Transfer Affidavit and Agreement Regarding Residual
Certificates
(Pursuant to Section 5.02(d)(i)(4))
G-2
Form of Transferor Certificate for Transfers of Residual
Certificates
(Pursuant to Section 5.02(d)(i)(4))
H-1
Form of Notice and Acknowledgment (Regarding Proposed Special
Servicer)
H-2
Form of Acknowledgment of Proposed Special Servicer
I-1
Form of Information Request from Certificateholder or Certificate
Owner
I-2
Form of Information Request from Prospective Investor
J
Form of Exchange Act Reportable Event Notification
K
Form of S&P Defeasance Certification
L
Relevant Servicing Criteria
M-1
Form of Purchase Option Notice
M-2
Form of Purchase Option Assignment by the Special Servicer
M-3
Form of Purchase Option Assignment by Plurality Subordinate
Certificateholder or Controlling
Class Representative
N
[RESERVED]
O
Form of Sarbanes-Oxley Certification by the Depositor
P-1
Form of Certification to be Provided by each Master Servicer to the
Depositor
P-2
Form of Certification to be Provided by the Trustee to the
Depositor
P-3
Form of Certification to be Provided by the Special Servicer to the
Depositor
POOLING AND SERVICING AGREEMENT
This Pooling and Servicing Agreement is dated and effective as of
December 1, 2006, among MERRILL LYNCH MORTGAGE INVESTORS, INC., as
Depositor,
MIDLAND LOAN SERVICES, INC., as Master Servicer No. 1, WELLS FARGO
BANK NATIONAL
ASSOCIATION, as Master Servicer No. 2, LNR PARTNERS, INC., as
Special Servicer,
and LASALLE BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through certificates,
to
be issued hereunder in multiple classes, which in the aggregate
will evidence
the entire beneficial ownership interest in a trust fund to be
created
hereunder, the primary assets of which will be the Trust Mortgage
Loans.
As provided herein and in the Park La Brea Apartments Loan REMIC
Declaration, the Trustee will elect to treat the Park La Brea
Apartments Trust
Mortgage Loan as the primary asset of a separate REMIC for federal
income tax
purposes, and such REMIC will be designated as the "Loan REMIC".
The Class R-I
Certificates will represent the sole class of "residual interests"
in the Loan
REMIC for purposes of the REMIC Provisions under federal income tax
law. The
Loan REMIC Regular Interest will relate to the Park La Brea
Apartments Trust
Mortgage Loan. The Loan REMIC Regular Interest shall also relate to
any
successor REO Trust Mortgage Loan with respect to such Trust
Mortgage Loan. The
Loan REMIC Regular Interest shall accrue interest at the related
per annum rate
at which interest accrues on the Park La Brea Trust Mortgage Loan;
and (ii) have
an uncertificated principal balance as of the Closing Date equal to
the Cut-off
Date Balance of the Park La Brea Apartments Trust Mortgage Loan.
The Park La
Brea Apartments Loan REMIC Regular Interest will not be
certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the Trust Mortgage Loans
(exclusive of the
Park La Brea Apartments Trust Mortgage Loan, the Excess Servicing
Strip and that
portion of the interest payments on the Trust Mortgage Loans that
constitutes
Additional Interest), the Loan REMIC Regular Interest and certain
other related
assets subject to this Agreement as a REMIC for federal income tax
purposes, and
such segregated pool of assets will be designated as "REMIC I". The
Class R-I
Certificates will evidence the sole class of "residual interests"
in REMIC I for
purposes of the REMIC Provisions under federal income tax law. For
federal
income tax purposes, each REMIC I Regular Interest will be
designated as a
separate "regular interest" in REMIC I for purposes of the REMIC
Provisions
under federal income tax law. None of the REMIC I Regular Interests
will be
certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of all of the REMIC I Regular Interests
as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II". The Class R-II Certificates will evidence
the sole
class of "residual interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax law. For federal income tax purposes, each
Class of the
Regular Certificates (exclusive of the Class XC and Class XP
Certificates), each
Component of the Class XP Certificates and each Component of the
Class XC
Certificates will be designated as a separate "regular interest" in
REMIC II for
purposes of the REMIC Provisions under federal income tax law.
The following table sets forth: (i) the class designation of each
Class of Regular Certificates; (ii) the Original Class Principal
Balance or
Original Class Notional Amount for each Class of Regular
Certificates; (iii) the
corresponding REMIC I Regular Interest (the "Corresponding REMIC I
Regular
Interest") for each Class of Regular Certificates (exclusive of the
Class XP and
Class XC
Certificates); and (iv) the initial REMIC I Principal Balance or
REMIC I
Notional Amount, as applicable, of each such Corresponding REMIC I
Regular
Interest.
Corresponding
Class
Original Class
REMIC I
Initial REMIC I
Designation
Principal Balance
Regular Interest(s)
Principal Balance
---------------
-----------------
-------------------
-----------------
Class A-1
$71,548,000
LA-1-1
$5,421,000
LA-1-2
$5,523,000
LA-1-3
$60,604,000
Class A-2
$336,666,000
LA-2-1
$7,111,437
LA-2-2
$28,939,358
LA-2-3
$28,380,031
LA-2-4
$27,551,123
LA-2-5
$27,315,145
LA-2-6
$26,481,756
LA-2-7
$136,159,779
LA-2-8
$54,727,370
Class A-2FL (1)
$565,000,000
LA-2FL-1
$11,934,563
LA-2FL-2
$48,566,642
LA-2FL-3
$47,627,969
LA-2FL-4
$46,236,877
LA-2FL-5
$45,840,855
LA-2FL-6
$44,442,244
LA-2FL-7
$228,506,221
LA-2FL-8
$91,844,630
Class A-SB
$119,014,000
LA-SB-1
$1,000
LA-SB-2
$13,538,000
LA-SB-3
$12,663,000
LA-SB-4
$13,341,000
LA-SB-5
$15,911,000
LA-SB-6
$14,147,000
LA-SB-7
$14,304,000
LA-SB-8
$35,109,000
Class A-3
$1,283,828,000
LA-3-1
$322,398,000
LA-3-2
$38,160,000
LA-3-3
$37,666,000
LA-3-4
$37,258,000
LA-3-5
$44,260,000
LA-3-6
$32,124,000
LA-3-7
$30,380,000
LA-3-8
$741,582,000
Class A-1A
$789,840,000
LA-1A-1
$588,000
LA-1A-2
$635,000
LA-1A-3
$16,284,000
LA-1A-4
$15,838,000
-2-
Corresponding
Class
Original Class
REMIC I
Initial REMIC I
Designation
Principal Balance
Regular Interest(s)
Principal Balance
---------------
-----------------
-------------------
-----------------
LA-1A-5
$15,462,000
LA-1A-6
$15,060,000
LA-1A-7
$14,942,000
LA-1A-8
$14,547,000
LA-1A-9
$23,878,000
LA-1A-10
$25,133,000
LA-1A-11
$13,128,000
LA-1A-12
$12,741,000
LA-1A-13
$12,405,000
LA-1A-14
$12,007,000
LA-1A-15
$11,690,000
LA-1A-16
$11,317,000
LA-1A-17
$574,185,000
Class AM
$452,271,000
LAM
$452,271,000
Class AJ
$198,777,000
LAJ
$198,776,475
Class AJ-FL (2)
$180,000,000
LAJ-FL
$179,999,525
Class B
$11,306,000
LB
$11,306,000
Class C
$79,148,000
LC-1
$19,348,000
LC-2
$25,556,000
LC-3
$24,621,000
LC-4
$9,623,000
Class D
$33,920,000
LD-1
$26,781,000
LD-2
$7,139,000
Class E
$67,841,000
LE-1
$9,404,000
LE-2
$29,383,000
LE-3
$28,401,000
LE-4
$653,000
Class F
$39,574,000
LF-1
$12,704,000
LF-2
$26,870,000
Class G
$50,880,000
LG-1
$23,964,000
LG-2
$26,916,000
Class H
$45,227,000
LH-1
$28,233,000
LH-2
$16,994,000
Class J
$62,187,000
LJ-1
$4,360,000
LJ-2
$43,734,000
LJ-3
$14,093,000
Class K
$16,961,000
LK
$16,961,000
Class L
$5,653,000
LL
$5,653,000
Class M
$22,613,000
LM-1
$4,408,000
LM-2
$18,205,000
Class N
$5,654,000
LN
$5,654,000
Class P
$16,960,000
LP
$16,960,000
-3-
Corresponding
Class
Original Class
REMIC I
Initial REMIC I
Designation
Principal Balance
Regular Interest(s)
Principal Balance
---------------
-----------------
-------------------
-----------------
Class Q
$5,653,000
LQ
$5,653,000
Class S
$62,188,155
LS
$62,188,155
Class XP
$4,426,243,000*
N/A
N/A
Class XC
$4,522,709,155*
N/A
N/A
* Original Notional Amount
__________________________
(1)
The Class A-2FL REMIC II Regular Interest will have the same
designation,
Original Class Principal Balance and Corresponding REMIC I Regular
Interest as the Class A-2FL Certificates.
(2)
The Class AJ-FL REMIC II Regular Interest will have the same
designation,
Original Class Principal Balance and Corresponding REMIC I Regular
Interest as the Class AJ-FL Certificates.
The Park La Brea Apartments Trust Mortgage Loan is part of a loan
group comprised of that Trust Mortgage Loan and another mortgage
loan, namely
the Park La Brea Apartments Pari Passu Non-Trust Loan, that are
both secured by
the same Mortgage encumbering the related Mortgaged Property. The
Park La Brea
Apartments Pari Passu Non-Trust Loan is pari passu in right of
payment and in
other respects with the Park La Brea Apartments Trust Mortgage
Loan. The Park La
Brea Apartments Pari Passu Non-Trust Mortgage Loan, which will not
be included
in the Trust Fund, is, as of the Closing Date, included in a
commercial mortgage
securitization (the "JP 2006-LDP8 Securitization") involving the
issuance of the
J.P. Morgan Chase Commercial Mortgage Securities Trust Series
2006-LDP8,
Commercial Mortgage Pass-Through Certificates, Series 2006-LDP8.
The Park La
Brea Apartments Trust Mortgage Loan and the Park La Brea Apartments
Pari Passu
Non-Trust Loan together constitute the Park La Brea Apartments Loan
Combination.
The relative rights of the holder of the Park La Brea Apartments
Trust Mortgage
Loan and the respective holders of the Park La Brea Apartments
Non-Trust Loans
are set forth in the Park La Brea Apartments Intercreditor
Agreement. As of the
Closing Date, the entire Park La Brea Apartments Loan Combination
is being, and
will continue to be, serviced and administered in accordance with
the Pooling
and Servicing Agreement, dated as of September 1, 2006, between
Wells Fargo
Bank, National Association, as master servicer no. 1, Midland Loan
Services,
Inc. (in such capacity, the "JP 2006-LDP8 Master Servicer"), as
master servicer
no. 2, J.E. Robert Company, Inc., as special servicer (the "JP 2006
LDP8 Special
Servicer") and LaSalle Bank National Association, as trustee (in
such capacity
the "JP 2006-LDP8 Trustee"). Accordingly, the Park La Brea
Apartments Trust
Mortgage Loan, although part of the Trust Fund, will be serviced
and
administered in accordance with the JP 2006-LDP8 Pooling and
Servicing Agreement
by the JP 2006-LDP8 Master Servicer and the JP 2006-LDP8 Special
Servicer for so
long as the Park La Brea Apartments Pari Passu Non-Trust Loan is
part of the
trust fund created in connection with the JP 2006-LDP8
Securitization.
There exist two (2) A-Note Trust Mortgage Loans, each of which is
part of a group of loans comprised of that A-Note Trust Mortgage
Loan and
another mortgage loan, namely the related B-Note Non-Trust Loan,
that are both
secured by the same Mortgage encumbering the related Mortgaged
Property. Each
A-Note Trust Mortgage Loan and the related B-Note Non-Trust Loan
collectively
constitute a Loan Combination. The relative rights of the holder of
an A-Note
Trust Mortgage Loan and the holder of the related B-Note Non-Trust
Loan are set
forth in the related Loan Combination Intercreditor Agreement. As
and to the
extent provided in the related Loan Combination
-4-
Intercreditor Agreement, each B-Note Non-Trust Loan is subordinate
in right of
payment and in other respects to the related A-Note Trust Mortgage
Loan.
As and to the extent provided herein, the Non-Trust Loans, although
not part of the Trust Fund, will be serviced and administered in
accordance with
this Agreement by the applicable Master Servicer and by the Special
Servicer.
The portion of the Trust Fund consisting of (i) the Class A-2FL
REMIC II Regular Interest (and distributions thereon), the Class
A-2FL Swap
Agreement (and payments by the Class A-2FL Swap Counterparty
thereunder) and the
applicable sub-account of the Floating Rate Account and (ii)
amounts held from
time to time in the applicable sub-account of the Floating Rate
Account that
represent distributions on the Class A-2FL REMIC II Regular
Interest and
payments by the Class A-2FL Swap Counterparty under the Class A-2FL
Swap
Agreement, shall be treated as a grantor trust for federal income
tax purposes
and shall be designated as "Grantor Trust A-2FL". As provided
herein, the
Trustee shall take all actions required hereunder to ensure that
the portion of
the Trust Fund consisting of the Grantor Trust A-2FL maintains its
status as a
grantor trust under federal income tax law and not be treated as
part of the
Loan REMIC, REMIC I or REMIC II. The Class A-2FL Certificates shall
represent
undivided beneficial interests in Grantor Trust A-2FL as described
herein.
The portion of the Trust Fund consisting of (i) the Class AJ-FL
REMIC II Regular Interest (and distributions thereon), the Class
AJ-FL Swap
Agreement (and payments by the Class AJ-FL Swap Counterparty
thereunder) and the
applicable sub-account of the Floating Rate Account and (ii)
amounts held from
time to time in the applicable sub-account of the Floating Rate
Account that
represent distributions on the Class AJ-FL REMIC II Regular
Interest and
payments by the Class AJ-FL Swap Counterparty under the Class AJ-FL
Swap
Agreement, shall be treated as a grantor trust for federal income
tax purposes
and shall be designated as "Grantor Trust AJ-FL" ; provided that
the initial
up-front payment by the Class AJ-FL Swap Counterparty to the
Depositor under the
Class AJ-FL Swap Agreement shall belong to the Depositor and shall
not be part
of the Trust Fund or Grantor Trust AJ-FL. As provided herein, the
Trustee shall
take all actions required hereunder to ensure that the portion of
the Trust Fund
consisting of the Grantor Trust AJ-FL maintains its status as a
grantor trust
under federal income tax law and not be treated as part of the Loan
REMIC, REMIC
I or REMIC II. The Class AJ-FL Certificates shall represent
undivided beneficial
interests in Grantor Trust AJ-FL as described herein.
The portions of the Trust Fund consisting of (i) the Excess
Servicing Strip and (ii) amounts held from time to time in the
Collection
Accounts that represent the Excess Servicing Strip shall be treated
as a grantor
trust for federal income tax purposes, and such grantor trust will
be designated
as "Grantor Trust E". As provided herein, the Trustee shall take
all actions
reasonably necessary to ensure that each of the portions of the
Trust Fund
consisting of Grantor Trust B maintains its status as a "grantor
trust" under
federal income tax law and is not treated as part of the Loan
REMIC, REMIC I or
REMIC II.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicers, the Special Servicer and the
Trustee agree as
follows:
-5-
ARTICLE I
DEFINITIONS
SECTION 1.01.
Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context
otherwise
requires, shall have the meanings specified in this Article.
"30/360 Basis": The accrual of interest calculated on the basis of
a
360-day year consisting of twelve 30-day months.
"A/B Loan Combination": Collectively, each A-Note Trust Mortgage
Loan and the related B-Note Non-Trust Loan.
"A-Note Trust Mortgage Loan": Each of the Trust Mortgage Loans as
to
which the related Mortgage, which encumbers the related Mortgaged
Property, also
secures a B-Note Non-Trust Loan, which B-Note Non-Trust Loan will
not be
included in the Trust Fund. The 93-20 Roosevelt Avenue A-Note Trust
Mortgage
Loan and the Konover Hotel Portfolio A-Note Trust Mortgage Loan are
the only
A-Note Trust Mortgage Loans.
"Acceptable Insurance Default": With respect to any Serviced
Mortgage Loan, any default under the related Mortgage Loan
documents resulting
from: (i) the exclusion of acts of terrorism from coverage under
the related
"all risk" casualty insurance policy maintained on the related
Mortgaged
Property and (ii) the related Mortgagor's failure to obtain
insurance that
specifically covers acts of terrorism, but, in each case, only if
the Special
Servicer has determined, in its reasonable judgment (exercised in
accordance
with the Servicing Standard), that (a) such insurance is not
available at
commercially reasonable rates and the subject hazards are not
commonly insured
against by prudent owners of similar real properties in similar
locales (but
only by reference to such insurance that has been obtained by such
owners at
current market rates) or (b) such insurance is not available at any
rate.
Subject to the Servicing Standard, in making any of the
determinations required
in subclause (a) or (b) of this definition, the Special Servicer
shall be
entitled to rely on the opinion of an insurance consultant.
"Accountant's Consent" As defined in Section 3.14.
"Accrued Certificate Interest": With respect to any Class of
Sequential Pay Certificates (other than the Class A-2FL
Certificates and the
Class AJ-FL Certificates), the Class A-2FL REMIC II Regular
Interest or the
Class AJ-FL REMIC II Regular Interest for any Distribution Date,
one month's
interest at the Pass-Through Rate applicable to such Class of
Certificates, the
Class A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC II
Regular
Interest, as the case may be, for such Distribution Date, accrued
on the related
Class Principal Balance outstanding immediately prior to such
Distribution Date;
with respect to the Class XC Certificates for any Distribution
Date, the
aggregate of all Accrued Component Interest with respect to the
Class XC
Components for such Distribution Date; with respect to the Class XP
Certificates
for any Distribution Date, the aggregate of all Accrued Component
Interest with
respect to the Class XP Components for such Distribution Date.
Accrued
Certificate Interest shall be calculated on a 30/360 Basis and,
with respect to
any Class of Regular Certificates, the Class A-2FL REMIC II Regular
Interest or
the Class AJ-FL REMIC II Regular Interest,
-6-
for any Distribution Date, shall be deemed to accrue during the
calendar month
preceding the month in which such Distribution Date occurs.
"Accrued Component Interest": With respect to any Component for any
Distribution Date, one month's interest at the Class XC Strip Rate
(in the case
of a Class XC Component) or Class XP Strip Rate (in the case of a
Class XP
Component), as applicable, with respect to such Component for such
Distribution
Date, accrued on the Component Notional Amount of such Component
outstanding
immediately prior to such Distribution Date. Accrued Component
Interest shall be
calculated on a 30/360 Basis and, with respect to any Component for
any
Distribution Date, shall be deemed to accrue during the calendar
month preceding
the month in which such Distribution Date occurs.
"Accrued REMIC I Interest": With respect to any REMIC I Regular
Interest for any Distribution Date, one month's interest at the
REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for
such
Distribution Date, accrued on the REMIC I Principal Amount of such
REMIC I
Regular Interest outstanding immediately prior to such Distribution
Date.
"Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or
other
applicable accrual period) in a year assumed to consist of 360
days.
"Actual/360 Mortgage Loan": Each Mortgage Loan that accrues
interest
on an Actual/360 Basis.
"Additional Exclusions": Exclusions in addition to those in the
insurance policies for the Mortgaged Properties on September 11,
2001.
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal
balance of
such ARD Loan at the Additional Interest Rate (the payment of which
interest
shall, under the terms of such Mortgage Loan, be deferred until the
entire
outstanding principal balance of such ARD Loan has been paid),
together with all
interest, if any, accrued at the related Mortgage Rate plus the
related
Additional Interest Rate on such deferred interest. For purposes of
this
Agreement, Additional Interest on an ARD Loan or any successor REO
Loan with
respect thereto shall be deemed not to constitute principal or any
portion
thereof and shall not be added to the unpaid principal balance or
Stated
Principal Balance of such ARD Loan or successor REO Loan,
notwithstanding that
the terms of the related Mortgage Loan documents so permit. To the
extent that
any Additional Interest is not paid on a current basis, it shall be
deemed to be
deferred interest.
"Additional Interest Account": The segregated account or accounts
(which may be a sub-account of the Distribution Account) created
and maintained
by the Trustee pursuant to Section 3.04(d), which shall be entitled
(in the case
of a sub-account, if such sub-account is permitted to be separately
titled)
"LaSalle Bank National Association as Trustee, in trust for the
registered
holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial
Mortgage
Pass-Through Certificates, Series 2006-4, Additional Interest
Account". The
Additional Interest Account shall not be an asset of any of the
Loan REMIC,
REMIC I or REMIC II.
"Additional Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the per
annum rate at
which such Mortgage Loan accrues
-7-
interest after the Anticipated Repayment Date (in the absence of
defaults) as
calculated and as set forth in the related Mortgage Loan documents.
"Additional Item 1123 Servicer": Any Additional Servicer that meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB
with respect
to the Subject Securitization Transaction.
"Additional Servicer": Any Servicer, other than the Master
Servicers, the Special Servicer or the Trustee.
"Additional Trust Fund Expense": Any Special Servicing Fees,
Workout
Fees, Principal Recovery Fees and, in accordance with Sections
3.03(d) and
4.03(d), interest payable to either Master Servicer, the Special
Servicer, the
Trustee and any Fiscal Agent on Advances (to the extent not offset
by Default
Charges or amounts otherwise payable to any related Non-Trust
Noteholder as
provided herein) and amounts payable to the Special Servicer in
connection with
inspections of Mortgaged Properties required pursuant to the first
sentence of
Section 3.12(a) (and not otherwise paid from Default Charges or
amounts
otherwise payable to any related Non-Trust Noteholder as provided
herein), as
well as (without duplication) any of the expenses of the Trust Fund
that may be
withdrawn (x) pursuant to any of clauses (vii)(B), (ix), (xi),
(xii), (xiii),
(xv) and (xix) of Section 3.05(a) out of collections on the related
Trust
Mortgage Loans or REO Properties or out of general collections on
the Trust
Mortgage Loans and any REO Properties on deposit in the Collection
Accounts as
indicated in such clauses of Section 3.05(a), (y) pursuant to any
of clauses
(ix), (xi), (xii), (xiii) and (xvi) of Section 3.05(e) out of
collections on any
Loan Combination or any related Loan Combination REO Property on
deposit in the
related Loan Combination Custodial Account as indicated in such
clauses of
Section 3.05(e) (but only to the extent that such collections would
have
otherwise been transferred to the applicable Collection Account
with respect to
the related Trust Mortgage Loan or any successor Trust REO Loan
with respect
thereto), or (z) pursuant to clause (ii) or any of clauses (iv)
through (vi) of
Section 3.05(b) out of general collections on the Trust Mortgage
Loans and any
REO Properties on deposit in the Distribution Account; provided
that for
purposes of the allocations contemplated by Section 4.04 no such
expense shall
be deemed to have been incurred by the Trust Fund until such time
as the payment
thereof is actually made from the applicable Collection Account,
the related
Loan Combination Custodial Account or the Distribution Account, as
the case may
be.
"Additional Yield and Prepayment Amount": With respect to any Class
of Sequential Pay Certificates (other than any Excluded Class), the
Class A-2FL
REMIC II Regular Interest or the Class AJ-FL REMIC II Regular
Interest, for any
Distribution Date on which distributions of principal are being
made with
respect to that Class of Certificates, the Class A-2FL REMIC II
Regular Interest
or the Class AJ-FL REMIC II Regular Interest, as the case may be,
pursuant to
Section 4.01(a), provided that a Yield Maintenance Charge and/or
Prepayment
Premium was actually collected during the related Collection Period
on a Trust
Mortgage Loan or a Trust REO Loan (for purposes of this definition,
the "Prepaid
Loan") in the Loan Group as to which the Holders of such Class of
Certificates,
Grantor Trust A-2FL with respect to the Class A-2FL REMIC II
Regular Interest or
Grantor Trust AJ-FL with respect to the Class AJ-FL REMIC II
Regular Interest
are/is receiving payments of principal on such Distribution Date,
the product of
(a) such Yield Maintenance Charge and/or Prepayment Premium, net of
Workout Fees
and Principal Recovery Fees payable therefrom and net of any
portion of such
Yield Maintenance Charges and/or Prepayment Premiums applied
pursuant to Section
4.01(k) to reimburse one or more Classes of Sequential Pay
Certificates in
respect of Realized Losses and/or Additional Trust Fund Expenses
previously
allocated to such Class(es), multiplied by (b) a fraction, which in
no event
-8-
will be greater than one, the numerator of which is equal to the
positive
excess, if any, of (i) the Pass-Through Rate for the subject Class
of Sequential
Pay Certificates, the Class A-2FL REMIC II Regular Interest or the
Class AJ-FL
REMIC II Regular Interest, as the case may be, over (ii) the
related Discount
Rate, and the denominator of which is equal to the positive excess,
if any, of
(i) the Mortgage Rate for the Prepaid Loan over (ii) the related
Discount Rate,
multiplied by (c) a fraction, the numerator of which is equal to
the amount of
principal distributable on the subject Class of Sequential Pay
Certificates, the
Class A-2FL REMIC II Regular Interest or the Class AJ-FL REMIC II
Regular
Interest, as the case may be, on such Distribution Date (or, for so
long as the
Class A-1A Certificates are outstanding, principal distributable on
the subject
Class of Sequential Pay Certificates on that Distribution Date from
collections
on the applicable Loan Group that includes the Prepaid Loan),
pursuant to
Section 4.01(a), and the denominator of which is equal to the
Principal
Distribution Amount (or, so long as the Class A-1A Certificates are
outstanding,
the Loan Group 1 Principal Distribution Amount or the Loan Group 2
Principal
Distribution Amount, as applicable, based on which Loan Group
includes the
Prepaid Loan) for such Distribution Date.
"Administered REO Property": Any REO Property other than any Park
La
Brea Apartments REO Property.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event": As defined in Section 10.02(e).
"Adverse Rating Event": With respect to each Rating Agency that has
assigned a rating to any Class of rated Certificates, as of any
date of
determination, the qualification, downgrade or withdrawal of the
rating then
assigned to any such Class of rated Certificates by such Rating
Agency (or the
placing of any such Class of rated Certificates on "negative credit
watch"
status or "ratings outlook negative" status in contemplation of any
such action
with respect thereto).
"Adverse REMIC Event": As defined in Section 10.01(h).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such
specified Person.
For the purposes of this definition, "control" when used with
respect to any
specified Person means the power to direct the management and
policies of such
Person, directly or indirectly, whether through the ownership of
voting
securities, by contract or otherwise and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Annual Assessment Report": As defined in Section 3.14.
"Annual Attestation Report": As defined in Section 3.14.
"Annual Statement of Compliance": As defined in Section 3.13.
-9-
"Anticipated Repayment Date": For each ARD Loan, the date specified
in the related Mortgage Note after which the rate per annum at
which interest
accrues on such ARD Loan will increase as specified in the related
Mortgage Note
(other than as a result of a default thereunder).
"Appraisal": With respect to any Serviced Mortgage Loan, an
appraisal of the related Mortgaged Property from an Independent
Appraiser
selected by the Special Servicer or the applicable Master Servicer,
as the case
may be, prepared in accordance with 12 C.F.R. ss. 225.64 and
conducted in
accordance with the standards of the Appraisal Institute by an
Independent
Appraiser, which Independent Appraiser shall be advised to take
into account the
factors specified in Section 3.09(a), any available environmental,
engineering
or other third-party reports, and other factors that a prudent real
estate
appraiser would consider. The applicable Master Servicer, the
Special Servicer,
the Trustee and any Fiscal Agent may conclusively rely on any
Appraisal obtained
in accordance with this Agreement and, in the case of the Park La
Brea
Apartments Trust Mortgage Loan or any successor Trust REO Loan with
respect
thereto, any appraisal obtained in accordance with the JP 2006-LDP8
Pooling and
Servicing Agreement.
"Appraisal Reduction Amount": With respect to any Required
Appraisal
Mortgage Loan, the excess, if any, of: (a) an amount, as calculated
by the
Special Servicer in consultation with the Controlling Class
Representative, as
of the first Determination Date immediately succeeding the date on
which the
Special Servicer obtains knowledge of the subject Mortgage Loan
becoming a
Required Appraisal Mortgage Loan, if no new Required Appraisal (or
letter update
or internal valuation) is required, or otherwise the date on which
a Required
Appraisal (or letter update or internal valuation, if applicable)
is obtained,
and each anniversary of such Determination Date thereafter so long
as the
subject Mortgage Loan remains a Required Appraisal Mortgage Loan,
equal to the
sum (without duplication) of (i) the Stated Principal Balance of
such Required
Appraisal Mortgage Loan, (ii) to the extent not previously advanced
by or on
behalf of a Master Servicer, the Special Servicer, the Trustee or
any Fiscal
Agent, all unpaid interest accrued on such Required Appraisal
Mortgage Loan
through the most recent Due Date prior to such Determination Date
at a per annum
rate equal to the related Net Mortgage Rate (exclusive of any
portion thereof
that constitutes Additional Interest), (iii) all accrued but unpaid
(from
related collections) Master Servicing Fees and Special Servicing
Fees with
respect to such Required Appraisal Mortgage Loan and, without
duplication, all
accrued or otherwise incurred but unpaid (from related collections)
Additional
Trust Fund Expenses with respect to such Required Appraisal
Mortgage Loan, (iv)
all related unreimbursed Advances made by or on behalf of a Master
Servicer, the
Special Servicer, the Trustee or any Fiscal Agent with respect to
such Required
Appraisal Mortgage Loan, together with (A) interest on those
Advances and (B)
any related Unliquidated Advances and (v) all currently due and
unpaid real
estate taxes and unfunded improvement reserves and assessments,
insurance
premiums and, if applicable, ground rents with respect to the
related Mortgaged
Property; over (b) an amount equal to the sum of (i) the Required
Appraisal
Value and (ii) all escrows, reserves and letters of credit held as
additional
collateral held with respect to such Required Appraisal Mortgage
Loan. If the
Special Servicer fails to obtain a Required Appraisal (or letter
update or
internal valuation, if applicable) within the time limit described
in Section
3.09(a), and such Required Appraisal (or letter update or internal
valuation, if
applicable) is required thereunder, then the Appraisal Reduction
Amount for the
related Required Appraisal Mortgage Loan will equal 25% of the
Stated Principal
Balance of such Required Appraisal Mortgage Loan, to be adjusted
upon receipt of
a Required Appraisal or letter update or internal valuation, if
applicable.
-10-
Notwithstanding the foregoing, any "Appraisal Reduction Amount" (as
defined under the JP 2006-LDP8 Pooling and Servicing Agreement)
with respect to
any Park La Brea Apartments Loan Combination shall be calculated,
and allocated
between the Mortgage Loans comprising such Loan Combination, by the
JP 2006-LDP8
Applicable Servicer pursuant to the JP 2006-LDP8 Pooling and
Servicing
Agreement; and the parties hereto shall be entitled to rely on such
calculations
and the allocations to the Park La Brea Apartments Trust Mortgage
Loan or any
successor Trust REO Loan with respect thereto, as reported to them
by the JP
2006-LDP8 Applicable Servicer.
Notwithstanding anything herein to the contrary, each Serviced Loan
Combination shall be treated as a single Required Appraisal
Mortgage Loan for
purposes of calculating an Appraisal Reduction Amount. Any
Appraisal Reduction
Amount with respect to any Loan Combination shall be allocated
first to the
related B-Note Non-Trust Loan, in each case up to the outstanding
principal
balance thereof, and then to the applicable A-Note Trust Mortgage
Loan.
"Appraised Value": With respect to each Serviced Mortgaged Property
and Administered REO Property, the appraised value thereof based
upon the most
recent Appraisal (or letter update or internal valuation, if
applicable) that is
contained in the related Servicing File upon which the applicable
Master
Servicer, the Special Servicer, the Trustee and any Fiscal Agent
may
conclusively rely; provided, that the term "Appraised Value" shall
include any
value determined by the JP 2006-LDP8 Applicable Servicer with
respect to the
Park La Brea Apartments Trust Mortgage Loan (upon which Master
Servicer No.1,
the Special Servicer, the Trustee and any Fiscal Agent may
conclusively rely).
"ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated
Repayment Date, such
Mortgage Loan will accrue Additional Interest at the rate specified
in the
related Mortgage Note and the Mortgagor is required to apply excess
monthly cash
flow generated by the related Mortgaged Property to the repayment
of the
outstanding principal balance on such Mortgage Loan.
"Asset Status Report": As defined in Section 3.21(c).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or
instrument
executed by the Mortgagor in connection with the origination of the
related
Mortgage Loan.
"Assumed Periodic Payment": With respect to any Balloon Loan for
its
Stated Maturity Date (provided that such Mortgage Loan has not been
paid in full
and no other Liquidation Event has occurred in respect thereof on
or before such
Stated Maturity Date) and for any related Due Date thereafter as of
which such
Mortgage Loan remains outstanding and part of the Trust Fund (or,
in the case of
a Non-Trust Loan for any Due Date, as of which such Mortgage Loan
remains
outstanding and the related Trust Mortgage Loan remains part of the
Trust Fund),
the Periodic Payment of principal and/or interest deemed to be due
in respect
thereof on such Due Date equal to the Periodic Payment that would
have been due
in respect of such Mortgage Loan on such Due Date if the related
Mortgagor had
been required to continue to pay principal in accordance with the
amortization
schedule, if any, and to accrue interest at the Mortgage Rate, in
effect
immediately prior to, and without regard to the occurrence of, its
Stated
Maturity Date. With respect to any REO Loan, for any related Due
Date as of
which the related REO Property or any interest therein remains part
of the Trust
Fund, the Periodic Payment of principal and/or interest deemed to
be due in
respect thereof on such Due Date equal to the Periodic
-11-
Payment that would have been due in respect of the predecessor
Mortgage Loan on
such Due Date had it remained outstanding (or, if the predecessor
Mortgage Loan
was a Balloon Loan and such Due Date coincides with or follows what
had been its
Stated Maturity Date, equal to the Assumed Periodic Payment that
would have been
deemed due in respect of the predecessor Mortgage Loan on such Due
Date had it
remained outstanding).
"Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the
Trustee).
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum, without duplication, of (i)
the aggregate
of the amounts on deposit in the Collection Accounts and the
Distribution
Account as of the close of business on the related Determination
Date and the
amounts collected by or on behalf of the Master Servicers as of the
close of
business on such Determination Date and required to be deposited in
the
Collection Accounts, (ii) the aggregate amount of any P&I
Advances made by the
Master Servicers, the Trustee or any Fiscal Agent for distribution
on the
Certificates on such Distribution Date pursuant to Section 4.03,
(iii) the
aggregate amount transferred from the Pool REO Account (if
established) and/or
any Loan Combination Custodial Account to the applicable Collection
Account
after the Determination Date in the month of such Distribution
Date, but on or
prior to the P&I Advance Date in such month, pursuant to
Section 3.16(c) and/or
Section 3.05(e), as applicable, (iv) the aggregate amounts
deposited by the
Master Servicers in their Collection Accounts for such Distribution
Date
pursuant to Section 3.19(a) in connection with Prepayment Interest
Shortfalls
and Casualty/Condemnation Interest Shortfalls, and (v) for each
Distribution
Date occurring in March, the aggregate of the Interest Reserve
Amounts in
respect of each Interest Reserve Loan deposited into the
Distribution Account
pursuant to Section 3.05(c), net of (b) the portion of the amount
described in
clause (a) of this definition that represents one or more of the
following: (i)
collected Periodic Payments that are due on a Due Date following
the end of the
related Collection Period, (ii) any amounts payable or reimbursable
to any
Person from (A) a Collection Account pursuant to clauses
(ii)-(xvi), (xix) and
(xxi) of Section 3.05(a) or (B) the Distribution Account pursuant
to clauses
(ii)-(vi) and (ix) of Section 3.05(b), (iii) Prepayment Premiums
and Yield
Maintenance Charges, (iv) Additional Interest, (v) with respect to
the
Distribution Date occurring in February of each year and in January
of each year
that is not a leap year, the Interest Reserve Amounts with respect
to the
Interest Reserve Loans to be withdrawn from the Distribution
Account and
deposited in the Interest Reserve Account in respect of such
Distribution Date
and held for future distribution, pursuant to Section 3.04(c), and
(vi) any
amounts deposited in either Master Servicer's Collection Account or
the
Distribution Account in error.
"B-Note Loan Holder": Each holder of (i) the Mortgage Note for a
B-Note Non-Trust Loan and (ii) the corresponding rights under the
related Loan
Combination Intercreditor Agreement.
"B-Note Non-Trust Loan": With respect to each A-Note Trust Mortgage
Loan, the other Mortgage Loan that (i) is not included in the Trust
Fund, (ii)
is subordinate in right of payment and in other respects to such
A-Note Trust
Mortgage Loan to the extent set forth in the related Loan
Combination
Intercreditor Agreement and (iii) is secured by the same Mortgage
on the same
Mortgaged Property as such A-Note Trust Mortgage Loan.
-12-
"Balloon Loan": Any Mortgage Loan that by its original terms or by
virtue of any modification entered into as of the Closing Date
provides for an
amortization schedule extending beyond its Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Loan as of any date
of determination, the Scheduled Payment payable on the Stated
Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from
time
to time (Title 11 of the United States Code).
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Book-Entry Certificate
that is a Non-Registered Certificate.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or the city in
which the
Corporate Trust Office of the Trustee (which as of the Closing Date
is Chicago,
Illinois), or the offices of either Master Servicer or the Special
Servicer
(which as of the Closing Date is/are Overland Park, Kansas with
respect to
Master Servicer No. 1, San Francisco, California with respect to
Master Servicer
No. 2 and Miami Beach, Florida with respect to the Special
Servicer), are
located, are authorized or obligated by law or executive order to
remain closed.
"Casualty/Condemnation Interest Shortfall": With respect to any
Serviced Trust Mortgage Loan as to which a Casualty/Condemnation
Principal
Prepayment was received during any Collection Period and was
applied to such
Mortgage Loan as an unscheduled payment of principal prior to such
Mortgage
Loan's Due Date in such Collection Period, the amount of interest,
to the extent
not collected from the related Mortgagor, that would have accrued
(at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for
such Mortgage
Loan and (y) the Trustee Fee Rate) on the amount of such
Casualty/Condemnation
Principal Prepayment during the period commencing on the date as of
which such
Casualty/Condemnation Principal Prepayment was applied to such
Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive
(net of any
portion of such interest that would have constituted Penalty
Interest and/or
Additional Interest, if applicable).
"Casualty/Condemnation Principal Prepayment": With respect to any
Serviced Trust Mortgage Loan, any amounts constituting Insurance
Proceeds or
amounts received in connection with the taking of all or a part of
a Mortgaged
Property by the exercise of the power of eminent domain or
condemnation, that
are applied as an unscheduled principal prepayment in accordance
with the
provisions of this Pooling and Servicing Agreement, in reduction of
the
principal balance of such Mortgage Loan.
"CERCLA": The Comprehensive Environmental Response, Compensation
and
Liability Act of 1980, as amended.
-13-
"Certificate": Any one of the ML-CFC Commercial Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, as
executed by the Certificate Registrar and authenticated and
delivered hereunder
by the Authenticating Agent.
"Certificate Factor": With respect to any Class of Regular
Certificates, the Class A-2FL REMIC II Regular Interest or the
Class AJ-FL REMIC
II Regular Interest, as of any date of determination, a fraction,
expressed as a
decimal carried to at least eight places, the numerator of which is
the then
current Class Principal Balance or Notional Amount, as applicable,
of such Class
of Certificates, the Class A-2FL REMIC II Regular Interest or the
Class AJ-FL
REMIC II Regular Interest, as the case may be, and the denominator
of which is
the Original Class Principal Balance or Original Notional Amount,
as the case
may be, of such Class of Certificates, the Class A-2FL REMIC II
Regular Interest
or the Class AJ-FL REMIC II Regular Interest, as the case may be.
"Certificate Notional Amount": With respect to any Class XC or
Class
XP Certificate, as of any date of determination, the then notional
amount of
such Certificate equal to the product of (a) the Percentage
Interest evidenced
by such Certificate, multiplied by (b) the then Notional Amount of
the Class of
Certificates to which such Certificate belongs.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected
on the books
of the Depository or on the books of a Depository Participant or on
the books of
an indirect participating brokerage firm for which a Depository
Participant acts
as agent.
"Certificate Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then outstanding
principal
amount of such Certificate equal to the product of (a) the
Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class
Principal
Balance of the Class of Certificates to which such Certificate
belongs.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02(a).
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a
Disqualified
Organization nor a Disqualified Non-United States Tax Person shall
be Holder of
a Residual Certificate for any purpose hereof and, (ii) solely for
the purposes
of giving any consent, approval or waiver pursuant to this
Agreement that
relates to any of the Depositor, any Mortgage Loan Seller, either
Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
its
respective capacity as such (except with respect to amendments or
waivers
referred to in Sections 7.04 and 11.01 hereof and any consent,
approval or
waiver required or permitted to be made by the Plurality
Subordinate
Certificateholder or the Controlling Class Representative and any
election,
removal or replacement of the Special Servicer or the Controlling
Class
Representative pursuant to Section 6.09), any Certificate
registered in the name
of the Depositor, any Mortgage Loan Seller, either Master Servicer,
the Special
Servicer, the Trustee or any Fiscal Agent, as the case may be, or
any
Certificate registered in the name of any of their respective
Affiliates, shall
be deemed not to be outstanding, and the Voting Rights to which it
is entitled
shall not be taken into account in determining whether the
requisite percentage
of Voting Rights necessary to effect any such consent, approval or
waiver that
relates to it has been obtained. The Certificate Registrar shall be
entitled to
request and conclusively rely upon a certificate of the Depositor,
the Trustee
(if the Person acting as Trustee is different from the Person
acting as
Certificate Registrar), either Master Servicer or the Special
Servicer
-14-
in determining whether a Certificate is registered in the name of
an Affiliate
of such Person. All references herein to "Holders" or
"Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such
rights through the Depository and the Depository Participants,
except as
otherwise specified herein; provided, however, that the parties
hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the
Person in
whose name a Certificate is registered in the Certificate Register.
"Certification Parties": As defined in Section 8.16(b).
"Certifying Person": As defined in Section 8.16(b).
"Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric, as applicable, class designation.
"Class A Senior Certificates": The Class A-1, Class A-2, Class
A-2FL, Class A-3, Class A-SB and Class A-1A Certificates.
"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-2FL Additional Fixed Swap Payment": With respect to any
Distribution Date and the Class A-2FL Swap Payment Date to which it
relates
based on the confirmation under the Class A-2FL Swap Agreement, the
applicable
"Additional Fixed Amount" within the meaning of the confirmation
under the Class
A-2FL Swap Agreement.
"Class A-2FL 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 Prepayment Premiums, properly made on or in respect of
the Class
A-2FL REMIC II Regular Interest with respect to such Distribution
Date and (ii)
the amounts, if any, received from the Class A-2FL Swap
Counterparty pursuant to
the Class A-2FL Swap Agreement for such Distribution Date, less (b)
any Class
A-2FL Net Fixed Swap Payment, Class A-2FL Additional Fixed Swap
Payment and
Class A-2FL Fixed Payer Shortfall Reimbursement Payment required to
be paid to
the Class A-2FL Swap Counterparty pursuant to the Class A-2FL Swap
Agreement,
consistent with Section 3.30, for such Distribution Date.
"Class A-2FL Certificate": Any one of the Certificates with a
"Class
A-2FL" designation on the face thereof, substantially in the form
of Exhibit A-1
hereto, and evidencing a proportionate interest in Grantor Trust
A-2FL.
-15-
"Class A-2FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Payment Default under the Class A-2FL Swap Agreement while the
Trustee is
pursuing remedies under the Class A-2FL Swap Agreement pursuant to
Section 3.30,
or (ii) immediately upon and following the termination of the Class
A-2FL Swap
Agreement until any replacement agreement is entered into, the
conversion of
distributions with respect to the Class A-2FL Certificates from
distributions
based, in part, on floating interest payments from the Class A-2FL
Swap
Counterparty under the Class A-2FL Swap Agreement to distributions
based solely
on distributions in respect of the Class A-2FL REMIC II Regular
Interest, as
specified in Section 4.01(c).
"Class A-2FL Fixed Swap Payment": With respect to any Distribution
Date and the Class A-2FL Swap Payment Date to which it relates
based on the
confirmation under the Class A-2FL Swap Agreement, the applicable
"Fixed Amount"
within the meaning of the confirmation under the Class A-2FL Swap
Agreement.
"Class A-2FL Fixed Payer Shortfall Reimbursement Payment": With
respect to any Distribution Date and the Class A-2FL Swap Payment
Date to which
it relates based on the confirmation under the Class A-2FL Swap
Agreement, the
applicable "Fixed Payer Shortfall Reimbursement Amount" within the
meaning of
the confirmation under the Class A-2FL Swap Agreement.
"Class A-2FL Floating Swap Payment": With respect to any
Distribution Date and the Class A-2FL Swap Payment Date to which it
relates
based on the confirmation under the Class A-2FL Swap Agreement, the
applicable
"Floating Amount" within the meaning of the confirmation under the
Class A-2FL
Swap Agreement.
"Class A-2FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Distributable
Certificate Interest with respect to the Class A-2FL REMIC II
Regular Interest
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, (ii) any Class A-2FL Net Floating Swap Payment
received from
the Class A-2FL Swap Counterparty for distribution on such
Distribution Date and
(iii) if the Class A-2FL Swap Agreement is terminated and a
replacement Class
A-2FL Swap Agreement is not obtained, any related Swap Termination
Payment
collected during the related Collection Period, less (b) any Class
A-2FL Net
Fixed Swap Payment and/or Class A-2FL Fixed Payer Shortfall
Reimbursement
Payment made to the Class A-2FL Swap Counterparty with respect to
such
Distribution Date.
"Class A-2FL Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-2FL Fixed
Swap Payment
for that Distribution Date over (ii) the Class A-2FL Floating Swap
Payment for
that Distribution Date.
"Class A-2FL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class A-2FL
Floating Swap
Payment for that Distribution Date over (ii) the Class A-2FL Fixed
Swap Payment
for that Distribution Date.
"Class A-2FL 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-2FL REMIC II Regular
Interest on such
Distribution Date.
-16-
"Class A-2FL REMIC II Regular Interest": The uncertificated
interest
in REMIC II, designated as "Class A-2FL", constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.
"Class A-2FL Sub-Account": As defined in Section 3.04(f).
"Class A-2FL Swap Agreement": With respect to the Class A-2FL
Certificates and the Class A-2FL REMIC II Regular Interest, the
applicable
interest rate swap agreement consisting of the ISDA 2002 Master
Agreement,
together with the related schedule, confirmation and any annexes
thereto, dated
as of December 12, 2006, by and among the Class A-2FL Swap
Counterparty and the
Trustee, solely in its capacity as Trustee, on behalf of the Trust,
or any
replacement interest rate swap agreement entered into by the
Trustee in
accordance with the terms of Section 3.30.
"Class A-2FL Swap Counterparty": Merrill Lynch Capital Services,
Inc. or its successor in interest or any swap counterparty under a
replacement
Class A-2FL Swap Agreement.
"Class A-2FL Swap Payment Date": The "Payment Date" within the
meaning of the confirmation under the Class A-2FL Swap Agreement.
"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-SB Certificate": Any one of the Certificates with a "Class
A-SB" designation on the face thereof, substantially in the form of
Exhibit A-1
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the targeted Class Principal Balance of the
Class A-SB
Certificates for such date set forth on Schedule IV attached
hereto.
"Class AJ Certificate": Any one of the Certificates with a "Class
AJ" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class AJ-FL Additional Fixed Swap Payment": With respect to any
Distribution Date and the Class AJ-FL Swap Payment Date to which it
relates
based on the confirmation under the Class AJ-FL Swap Agreement, the
applicable
"Additional Fixed Amount" within the meaning of the confirmation
under the Class
AJ-FL Swap Agreement.
"Class AJ-FL 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 Prepayment Premiums, properly made on or in respect of
the Class
AJ-FL REMIC II Regular Interest with respect to such Distribution
Date and (ii)
the amounts, if any, received from the Class AJ-FL Swap
Counterparty pursuant to
the Class AJ-FL Swap Agreement for such Distribution Date, less (b)
any Class
AJ-FL Net Fixed Swap Payment, Class AJ-FL Additional Fixed Swap
Payment and
Class AJ-FL Fixed Payer Shortfall Reimbursement Payment
-17-
required to be paid to the Class AJ-FL Swap Counterparty pursuant
to the Class
AJ-FL Swap Agreement, consistent with Section 3.30, for such
Distribution Date.
"Class AJ-FL Certificate": Any one of the Certificates with a
"Class
AJ-FL" designation on the face thereof, substantially in the form
of Exhibit A-1
hereto, and evidencing a proportionate interest in Grantor Trust
AJ-FL.
"Class AJ-FL Depositor's Retained Amount": The initial up-front
payment from the Class AJ-FL Swap Counterparty to the Depositor
pursuant to the
Class AJ-FL Swap Agreement.
"Class AJ-FL Distribution Conversion": With respect to any
Distribution Date (i) immediately upon and during the continuation
of a Swap
Payment Default under the Class AJ-FL Swap Agreement while the
Trustee is
pursuing remedies under the Class AJ-FL Swap Agreement pursuant to
Section 3.30,
or (ii) immediately upon and following the termination of the Class
AJ-FL Swap
Agreement until any replacement agreement is entered into, the
conversion of
distributions with respect to the Class AJ-FL Certificates from
distributions
based, in part, on floating interest payments from the Class AJ-FL
Swap
Counterparty under the Class AJ-FL Swap Agreement to distributions
based solely
on distributions in respect of the Class AJ-FL REMIC II Regular
Interest, as
specified in Section 4.01(c).
"Class AJ-FL Fixed Swap Payment": With respect to any Distribution
Date and the Class AJ-FL Swap Payment Date to which it relates
based on the
confirmation under the Class AJ-FL Swap Agreement, the applicable
"Fixed Amount"
within the meaning of the confirmation under the Class AJ-FL Swap
Agreement.
"Class AJ-FL Fixed Payer Shortfall Reimbursement Payment": With
respect to any Distribution Date and the Class AJ-FL Swap Payment
Date to which
it relates based on the confirmation under the Class AJ-FL Swap
Agreement, the
applicable "Fixed Payer Shortfall Reimbursement Amount" within the
meaning of
the confirmation under the Class AJ-FL Swap Agreement.
"Class AJ-FL Floating Swap Payment": With respect to any
Distribution Date and the Class AJ-FL Swap Payment Date to which it
relates
based on the confirmation under the Class AJ-FL Swap Agreement, the
applicable
"Floating Amount" within the meaning of the confirmation under the
Class AJ-FL
Swap Agreement.
"Class AJ-FL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to (a) the sum of (i) the
Distributable
Certificate Interest with respect to the Class AJ-FL REMIC II
Regular Interest
for such Distribution Date and, to the extent not previously paid,
for all prior
Distribution Dates, (ii) any Class AJ-FL Net Floating Swap Payment
received from
the Class AJ-FL Swap Counterparty for distribution on such
Distribution Date and
(iii) if the Class AJ-FL Swap Agreement is terminated and a
replacement Class
AJ-FL Swap Agreement is not obtained, any related Swap Termination
Payment
collected during the related Collection Period, less (b) any Class
AJ-FL Net
Fixed Swap Payment and/or Class AJ-FL Fixed Payer Shortfall
Reimbursement
Payment made to the Class AJ-FL Swap Counterparty with respect to
such
Distribution Date.
"Class AJ-FL Net Fixed Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class AJ-FL Fixed
Swap Payment
for that Distribution Date over (ii) the Class AJ-FL Floating Swap
Payment for
that Distribution Date.
-18-
"Class AJ-FL Net Floating Swap Payment": With respect to any
Distribution Date, the excess, if any of (i) the Class AJ-FL
Floating Swap
Payment for that Distribution Date over (ii) the Class AJ-FL Fixed
Swap Payment
for that Distribution Date.
"Class AJ-FL 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 AJ-FL REMIC II Regular
Interest on such
Distribution Date.
"Class AJ-FL REMIC II Regular Interest": The uncertificated
interest
in REMIC II, designated as "Class AJ-FL", constituting a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and having the
characteristics
attributable thereto in this Agreement.
"Class AJ-FL Sub-Account": As defined in Section 3.04(f).
"Class AJ-FL Swap Agreement": With respect to the Class AJ-FL
Certificates and the Class AJ-FL REMIC II Regular Interest, the
applicable
interest rate swap agreement consisting of the ISDA 2002 Master
Agreement,
together with the related schedule, confirmation and any annexes
thereto, dated
as of December 12, 2006, by and among the Class AJ-FL Swap
Counterparty and the
Trustee, solely in its capacity as Trustee, on behalf of the Trust,
or any
replacement interest rate swap agreement entered into by the
Trustee in
accordance with the terms of Section 3.30.
"Class AJ-FL Swap Counterparty": Merrill Lynch Capital Services,
Inc. or its successor in interest or any swap counterparty under a
replacement
Class AJ-FL Swap Agreement.
"Class AJ-FL Swap Payment Date": The "Payment Date" within the
meaning of the confirmation under the Class AJ-FL Swap Agreement.
"Class AM Certificate": Any one of the Certificates with a "Class
AM" designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of
Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
-19-
"Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class H Certificate": Any one of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of
Exhibit A-5
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class N Certificate": Any one of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class Principal Balance": The aggregate principal balance of any
Class of Sequential Pay Certificates, the Class A-2FL REMIC II
Regular Interest
or the Class AJ-FL REMIC II Regular Interest, as the case may be,
outstanding
from time to time. As of the Closing Date, the Class Principal
Balance of each
Class of Sequential Pay Certificates, the Class A-2FL REMIC II
Regular Interest
and the Class AJ-FL REMIC II Regular Interest, as the case may be,
shall equal
the Original Class Principal Balance thereof. On each Distribution
Date, the
Class Principal Balance of each of the respective Classes of the
Sequential Pay
Certificates (exclusive of the Class A-2FL Certificates and the
Class AJ-FL
Certificates), the Class A-2FL REMIC II Regular Interest and the
Class AJ-FL
REMIC II Regular Interest shall be reduced by the amount of any
distributions of
principal made thereon on such Distribution Date pursuant to
Section 4.01 or
9.01, as applicable, and shall be further reduced by the amount of
any Realized
Losses and Additional Trust Fund Expenses allocated thereto on such
Distribution
Date pursuant to the first paragraph of Section 4.04(a). The
respective Class
Principal
-20-
Balances of the various Classes of Sequential Pay Certificates
(exclusive of the
Class A-2FL Certificates and the Class AJ-FL Certificates), the
Class A-2FL
REMIC II Regular Interest and the Class AJ-FL REMIC II Regular
Interest shall be
increased, as and to the extent and in the order provided in the
second
paragraph of Section 4.04(a), in connection with any recoveries of
Nonrecoverable Advances and/or interest thereon which were
reimbursed and/or
paid in a prior Collection Period from the principal portion of
general
collections on the Mortgage Pool and which are included in the
Principal
Distribution Amount for the current Distribution Date.
Distributions in respect
of a reimbursement of Realized Losses and Additional Trust Fund
Expenses
previously allocated to a Class of Sequential Pay Certificates, the
Class A-2FL
REMIC II Regular Interest and the Class AJ-FL REMIC II Regular
Interest, as the
case may be, shall not constitute distributions of principal and
shall not
result in reduction of the related Class Principal Balance. The
Class Principal
Balance of the Class A-2FL REMIC II Regular Interest and the Class
Principal
Balance of the Class AJ-FL Certificates shall at all times equal
the Class
Principal Balance of the Class AJ-FL REMIC II Regular Interest.
"Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the sole class of "residual
interests" in the
Loan REMIC and REMIC I for purposes of the REMIC Provisions.
"Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of
Exhibit A-7
attached hereto, and evidencing the sole class of "residual
interests" in REMIC
II for purposes of the REMIC Provisions.
"Class S Certificate": Any one of the Certificates with a "Class S"
designation on the face thereof, substantially in the form of
Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II
for purposes of
the REMIC Provisions.
"Class XC Certificate": Any one of the Certificates with a "Class
XC" designation on the face thereof, substantially in the form of
Exhibit A-3
attached hereto, and evidencing multiple "regular interests" in
REMIC II for
purposes of the REMIC Provisions.
"Class XC Components": Each of the Components identified in the
table in the definition of "Component" as being a Class XC
Component.
"Class XC Notional Amount": With respect to the Class XC
Certificates, as of any date of determination, the sum of the then
Component
Notional Amounts of all of the Class XC Components.
"Class XC Strip Rate": With respect to any Class XC Component that
does not have a Corresponding Class XP Component, for any
Distribution Date, a
rate per annum equal to (i) the Weighted Average Net Mortgage
Pass-Through Rate
for such Distribution Date, minus (ii) the Pass-Through Rate with
respect to
such Class XC Component's Corresponding Certificates for such
Distribution Date;
and in the case of any Class XC Component that has a Corresponding
Class XP
Component, for any Distribution Date, a rate per annum equal to (i)
for any
Distribution Date occurring on or before the Class XP Termination
Date for such
Corresponding Class XP Component, (A) the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date minus (B) the sum of
-21-
the Pass-Through Rate with respect to such Class XC Component's
Corresponding
Certificates for such Distribution Date and the Class XP Strip Rate
for such
Corresponding Class XP Component for such Distribution Date, and
(ii) for any
Distribution Date occurring after the Class XP Termination Date for
such
Corresponding Class XP Component, a rate per annum equal to (X) the
Weighted
Average Net Mortgage Pass-Through Rate for such Distribution Date,
minus (Y) the
Pass-Through Rate with respect to such Class XC Component's
Corresponding
Certificates for such Distribution Date. In no event, however,
shall any Class
XC Strip Rate be less than zero.
"Class XP Certificate": Any one of the Certificates with a "Class
XP" designation on the face thereof, substantially in the form of
Exhibit A-2
attached hereto, and evidencing multiple "regular interests" in
REMIC II for
purposes of the REMIC Provisions.
"Class XP Components": Each of the Components identified in the
table in the definition of "Component" as being a Class XP
Component.
"Class XP Notional Amount":
(i)
With respect to any Distribution Date on or prior to the
Distribution Date in June 2007, the sum of (a) the lesser of
$66,127,000
and the Class Principal Balance of the Class A-1 Certificates
outstanding
from time to time, (b) the lesser of $789,252,000 and the Class
Principal
Balance of the Class A-1A Certificates outstanding from time to
time and
(c) the Class Principal Balance of the Class A-2, Class A-2FL,
Class A-SB,
Class A-3, Class AM, Class AJ, Class AJ-FL, Class B, Class C, Class
D,
Class E, Class F, Class G, Class H, Class J, Class K, Class K and
Class M
Certificates outstanding from time to time;
(ii)
With respect to any Distribution Date after the Distribution
Date in December 2007 through and including the Distribution Date
in
December 2007, the sum of (a) the lesser of $60,604,000 and the
Class
Principal Balance of the Class A-1 Certificates outstanding from
time to
time, (b) the lesser of $788,617,000 and the Class Principal
Balance of
the Class A-1A Certificates outstanding from time to time and (c)
the
Class Principal Balance of the Class A-2, Class A-2FL, Class A-SB,
Class
A-3, Class AM, Class AJ, Class AJ-FL, Class B, Class C, Class D,
Class E,
Class F, Class G, Class H, Class J, Class K, Class L and Class M
Certificates outstanding from time to time;
(iii)
With respect to any Distribution Date after the Distribution
Date in June 2008 through and including the Distribution Date in
December
2008, the sum of (a) the lesser of $329,554,563 and the Class
Principal
Balance of the Class A-2 Certificates outstanding from time to
time, (b)
the lesser of $553,065,437 and the Class Principal Balance of the
Class
A-2FL Certificates outstanding from time to time (c) the lesser of
$772,333,000 and the Class Principal Balance of the Class A-1A
Certificates outstanding from time to time, and (d) the Class
Principal
Balance of the Class A-SB, Class A-3, Class AM, Class AJ, Class
AJ-FL,
Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J,
Class K, Class L and Class M Certificates outstanding from time to
time;
(iv)
With respect to any Distribution Date after the Distribution
Date in December 2008 through and including the Distribution Date
in June
2009, the sum of (a) the lesser of $300,615,206 and the Class
Principal
Balance of the Class A-2 Certificates outstanding from time to
time, (b)
the lesser of $504,498,794 and the Class Principal Balance of the
Class
A-2FL
-22-
Certificates outstanding from time to time, (c) the lesser of
$756,495,000
and the Class Principal Balance of the Class A-1A Certificates
outstanding
from time to time, (d) the Class Principal Balance of the Class
A-SB,
Class A-3, Class AM, Class AJ, Class AJ-FL, Class B, Class C, Class
D,
Class E, Class F, Class G, Class H, and Class J Certificates
outstanding
from time to time, (e) the lesser of $16,961,000 and the Class
Principal
Balance of the Class K Certificates outstanding from time to time,
(f) the
lesser of $5,653,000 and the Class Principal Balance of the Class L
Certificates outstanding from time to time, (g) the lesser of
$18,205,000
and the Class Principal Balance of the Class M Certificates
outstanding
from time to time;
(v)
With respect to any Distribution Date after the Distribution
Date in June 2009 through and including the Distribution Date in
December
2009, the sum of (a) the lesser of $272,235,174 and the Class
Principal
Balance of the Class A-2 Certificates outstanding from time to
time, (b)
the lesser of $456,870,826 and the Class Principal Balance of the
Class
A-2FL Certificates outstanding from time to time, (c) the lesser of
$741,033,000 and the Class Principal Balance of the Class A-1A
Certificates outstanding from time to time, (d) the Class Principal
Balance of the Class A-SB. Class A-3, Class AM, Class AJ, Class
AJ-FL,
Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J
Certificates outstanding from time to time;
(vi)
With respect to any Distribution Date after the Distribution
Date in December 2009 through and including the Distribution Date
in June
2010, the sum of (a) the lesser of $244,684,051 and the Class
Principal
Balance of the Class A-2 Certificates outstanding from time to
time, (b)
the lesser of $410,633,949 and the Class Principal Balance of the
Class
A-2FL Certificates outstanding from time to time, (c) the lesser of
$725,973,000 and the Class Principal Balance of the Class A-1A
Certificates outstanding from time to time, (d) the Class Principal
Balance of the Class A-SB, Class A-3, Class AM, Class AJ, Class
AJ-FL,
Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates outstanding from time to time, and (d) the lesser of
$14,093,000 and the Class Principal Balance of the Class J
Certificates
outstanding from time to time;
(vii)
With respect to any Distribution Date after the Distribution
Date in June 2010 through and including the Distribution Date in
December
2010, the sum of (a) the lesser of $217,368,906 and the Class
Principal
Balance of the Class A-2 Certificates outstanding from time to
time, (b)
the lesser of $364,793,094 and the Class Principal Balance of the
Class
A-2FL Certificates outstanding from time to time, (b) the lesser of
$711,031,000 and the Class Principal Balance of the Class A-1A
Certificates outstanding from time to time, (c) the Class Principal
Balance of the Class A-SB, Class A-3, Class AM, Class AJ, Class
AJ-FL,
Class B, Class C, Class D, Class E, Class F and Class G
Certificates
outstanding from time to time, and (d) the lesser of $16,994,000
and the
Class Principal Balance of the Class H Certificates outstanding
from time
to time;
(viii)
With respect to any Distribution Date after the
Distribution Date in December 2010 through and including the
Distribution
Date in June 2011, the sum of (a) the lesser of $190,887,149 and
the Class
Principal Balance of the Class A-2 Certificates outstanding from
time to
time, (b) the lesser of $320,350,851 and the Class Principal
Balance of
the Class A-2FL Certificates outstanding from time to time, (c) the
lesser
of $696,484,000 and the Class Principal Balance of the Class A-1A
Certificates outstanding from time to time, (d) the Class Principal
Balance of the Class A-SB, Class A-3, Class AM, Class AJ, Class
AJ-FL,
Class B, Class C,
-23-
Class D, Class E and Class F Certificates outstanding from time to
time
and (d) the lesser of $26,916,000 and the Class Principal Balance
of the
Class G Certificates outstanding from time to time;
(ix)
With respect to any Distribution Date after the Distribution
Date in June 2011 through and including the Distribution Date in
December
2011, the sum of (a) the lesser of $54,727,370 and the Class
Principal
Balance of the Class A-2 Certificates outstanding from time to
time, (b)
the lesser of $91,844,630 and the Class Principal Balance of the
Class
A-2FL Certificates outstanding from time to time, (c) the lesser of
$672,606,000 and the Class Principal Balance of the Class A-1A
Certificates outstanding from time to time; (d) the Class Principal
Balance of the Class A-SB, Class A-3, Class AM, Class AJ, Class
AJ-FL,
Class B, Class C, Class D and Class E Certificates outstanding from
time
to time, and (e) the lesser of $26,870,000 and the Class Principal
Balance
of the Class F Certificates outstanding from time to time;
(x)
With respect to any Distribution Date after the Distribution
Date in December 2011 through and including the Distribution Date
in June
2012, the sum of (a) the lesser of $119,013,000 and the Class
Principal
Balance of the Class A-SB Certificates outstanding from time to
time, (b)
the lesser of $647,743,000 and the Class Principal Balance of the
Class
A-1A Certificates outstanding from time to time, (c) the lesser of
$961,430,000 and the Class Principal Balance of the Class A-3
Certificates
outstanding from time to time, (d) the Class Principal Balance of
the
Class AM, Class AJ, Class AJ-FL, Class B, Class C and Class D
Certificates
outstanding from time to time, and (e) the lesser of $58,437,000
and the
Class Principal Balance of the Class E Certificates outstanding
from time
to time;
(xi)
With respect to any Distribution Date after the Distribution
Date in June 2012 through and including the Distribution Date in
December
2012, the sum of (a) the lesser of $105,475,000 and the Class
Principal
Balance of the Class A-SB Certificates outstanding from time to
time, (b)
the lesser of $634,435,000 and the Class Principal Balance of the
Class
A-1A Certificates outstanding from time to time, (c) the lesser of
$923,270,000 and the Class Principal Balance of the Class A-3
Certificates
outstanding from time to time, (d) the Class Principal Balance of
the
Class AM, Class AJ, Class AJ-FL, Class B, Class C, and Class D
Certificates outstanding from time to time, (e) the lesser of
$29,054,000
and the Class Principal Balance of the Class E Certificates
outstanding
from time to time;
(xii)
With respect to any Distribution Date after the Distribution
Date in December 2012 through and including the Distribution Date
in June
2013 the sum of (a) the lesser of $92,812,000 and the Class
Principal
Balance of the Class A-SB Certificates outstanding from time to
time, (b)
the lesser of $621,604,000 and the Class Principal Balance of the
Class
A-1A Certificates outstanding from time to time, (c) the lesser of
$885,604,000 and the Class Principal Balance of the Class A-3
Certificates
outstanding from time to time, (d) the Class Principal Balance of
the
Class AM, Class AJ, Class AJ-FL, Class B, Class C and Class D
Certificates
outstanding from time to time, and (e) the lesser of $653,000 and
the
Class Principal Balance of the Class E Certificates outstanding
from time
to time;
(xiii)
With respect to any Distribution Date after the Distribution
Date in June 2013 through and including the Distribution Date in
December
2013, the sum of (a) the lesser of $79,471,000 and the Class
Principal
Balance of the Class A-SB Certificates outstanding from
-24-
time to time, (b) the lesser of $609,199,000 and the Class
Principal
Balance of the Class A-1A Certificates outstanding from time to
time; (c)
the lesser of $848,346,000 and the Class Principal Balance of the
Class
A-3 Certificates outstanding from time to time, (d) the Class
Principal
Balance of the Class AM, Class AJ, Class AJ-FL, Class B and Class C
Certificates outstanding from time to time, and (e) the lesser of
$7,139,000 and the Class Principal Balance of the Class D
Certificates
outstanding from time to time;
(xiv)
With respect to any Distribution Date after the Distribution
Date in December 2013 through and including the Distribution Date
in June
2014, the sum of (a) the lesser of $63,560,000 and the Class
Principal
Balance of the Class A-SB Certificates outstanding from time to
time, (b)
the lesser of $ 597,192,000 and the Class Principal Balance of the
Class
A-1A Certificates outstanding from time to time, (c) the lesser of
$804,086,000 and the Class Principal Balance of the Class A-3
outstanding
fro time to time, (d) the Class Principal Balance of the Class AM,
Class
AJ, Class AJ-FL and Class B Certificates outstanding from time to
time;
(e) the lesser of $59,800,000 and the Class Principal Balance of
the Class
C Certificates outstanding from time to time;
(xv)
With respect to any Distribution Date after the Distribution
Date in June 2014 through and including the Distribution Date in
December
2014, the sum of (a) the lesser of $49,413,000 and the Class
Principal
Balance of the Class A-SB Certificates outstanding from time to
time, (b)
the lesser of $585,502,000 and the Class Principal Balance of the
Class
A-1A Certificates outstanding from time to time, (c) the lesser of
$771,962,000 and the Class Principal Balance of the Class A-3
Certificates
outstanding from time to time, (d) the Class Principal Balance of
the
Class AM, Class AJ, Class AJ-FL, and Class B Certificates
outstanding from
time to time, and (e) the lesser of $34,244,000 and the Class
Principal
Balance of the Class C Certificates outstanding from time to time;
(xvi)
With respect to any Distribution Date after the Distribution
Date in December 2014, the sum of (a) the lesser of $35,109,000 and
the
Class Principal Balance of the Class A-SB Certificates outstanding
from
time to time, (b) the lesser of $574,185,000 and the Class
Principal
Balance of the Class A-1A Certificates outstanding from time to
time, (c)
the lesser of $741,582,000 and the Class Principal Balance of the
Class
A-3 Certificates outstanding from time to time, (d) the Class
Principal
Balance of the Class AM, Class AJ, Class AJ-FL, and Class B
Certificates
outstanding from time to time, and (e) the lesser of $9,623,000 and
the
Class Principal Balance of the Class C Certificates outstanding
from time
to time;
(xvii)
With respect to any Distribution Date after the Distribution
Date in December 2014, $0.
"Class XP Reference Rate": For any Distribution Date, the rate per
annum corresponding to such Distribution Date set forth on the
Class XP
Reference Rate Schedule attached hereto as Schedule III.
"Class XP Strip Rate": With respect to any Class XP Component for
any Distribution Date, a rate per annum equal to (1) for any
Distribution Date
occurring on or before the Class XP Termination Date for such Class
XP
Component, the excess, if any, of (x) the lesser of (i) the
Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date and (ii) the
Class XP
Reference Rate for such Distribution Date, over (y) the
Pass-Through Rate in
effect for such Distribution Date with
-25-
respect to such Class XP Component's Corresponding Certificates,
and (2) for any
Distribution Date occurring after the Class XP Termination Date for
such Class
XP Component, 0% per annum.
"Class XP Termination Date": With respect to each Class XP
Component, the Distribution Date that occurs in the month and year
specified in
the table in the definition of "Component".
"Clearstream": Clearstream Banking, Luxembourg or any successor.
"Closing Date": December 12, 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-backed
pass-through certificates and commercial mortgage-backed bonds and
the
commercial mortgage loans and foreclosed properties underlying or
backing them
to investors holding or owning such certificates or bonds, and any
successor to
such other association or organization. If an organization or
association
described in one of the preceding sentences of this definition does
not exist,
"CMSA" shall be deemed to refer to such other association or
organization as
shall be selected by the Master Servicers (or, in the event of a
failure of both
Master Servicers to agree on an association or organization, as
shall be
selected by the Trustee) and reasonably acceptable to the Trustee
(if the Master
Servicers make the determination), the Special Servicer and the
Controlling
Class Representative.
"CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Advance Recovery Report" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Master Servicer and the Special Servicer.
"CMSA Bond Level File": The monthly report substantially in the
form
of, and containing the information called for in, the downloadable
form of the
"Bond Level File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to the Trustee.
"CMSA Collateral Summary File": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Collateral Summary File" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Master Servicer and the Special Servicer.
-26-
"CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Comparative Financial Status Report" available as of
the Closing
Date on the CMSA Website, or such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and is reasonably acceptable to each Master
Servicer and
the Special Servicer.
"CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Delinquent Loan Status Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer and the Special
Servicer.
"CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the
"Financial File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Master Servicer and the Special Servicer.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the
information
called for in, the downloadable form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer and the Special
Servicer.
"CMSA Loan Level Reserve/LOC Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Loan Level Reserve Report" on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally and is reasonably acceptable to
each Master
Servicer and the Special Servicer.
"CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Loan Periodic Update File" available as of the Closing
Date on the
CMSA Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer, the Special
Servicer and the
Trustee.
"CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "Loan
Setup File" available as of the Closing Date on the CMSA Website,
or such other
form for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
-27-
mortgage-backed securities transactions generally and is reasonably
acceptable
to each Master Servicer and the Special Servicer.
"CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable
form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website,
or such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally, and
is reasonably
acceptable to each Master Servicer and the Special Servicer, and in
any event,
shall present the computations made in accordance with the
methodology described
in such form to "normalize" the full year net operating income, net
cash flow
and debt service coverage numbers used in the other reports
required by this
Agreement.
"CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the
downloadable
form of the "Operating Statement Analysis Report" available as of
the Closing
Date on the CMSA Website or in such other form for the presentation
of such
information and containing such additional information as may from
time to time
be recommended by the CMSA for commercial mortgage-backed
securities
transactions generally and is reasonably acceptable to each Master
Servicer and
the Special Servicer.
"CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "Property
File" available as of the Closing Date on the CMSA Website, or such
other form
for the presentation of such information and containing such
additional
information as may from time to time be recommended by the CMSA for
commercial
mortgage-backed securities transactions generally and is reasonably
acceptable
to each Master Servicer and the Special Servicer.
"CMSA Reconciliation of Funds Report": A report substantially in
the
form of, and containing the information called for in, the
downloadable form of
the "Reconciliation of Funds Report" available as of the Closing
Date on the
CMSA Website, or in such other form for the presentation of such
information and
containing such additional information as may from time to time be
recommended
by the CMSA for commercial mortgage-backed securities transactions
generally and
is reasonably acceptable to each Master Servicer and the Special
Servicer.
"CMSA REO Status Report": A report substantially in the form of,
and
containing the information called for in, the downloadable form of
the "REO
Status Report" available on the CMSA Website, or in such other form
for the
presentation of such information and containing such additional
information as
may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally and is reasonably acceptable to
each Master
Servicer and the Special Servicer.
"CMSA Servicer Watch List": A report substantially in the form of,
and containing the information called for in, the downloadable form
of the
"Servicer Watch List" available as of the Closing Date on the CMSA
Website, or
in such other form for the presentation of such information and
containing such
additional information as may from time to time be recommended by
the CMSA for
commercial mortgage-backed securities transactions generally and is
reasonably
acceptable to each Master Servicer and the Special Servicer.
-28-
"CMSA Special Servicer Loan File": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Special Servicer Loan File" on the CMSA Website, or in such
other form for
the presentation of such information and containing such additional
information
as may from time to time be recommended by the CMSA for commercial
mortgage
securities transactions generally and is reasonably acceptable to
each Master
Servicer and the Special Servicer.
"CMSA Website": The CMSA's website located at "www.cmbs.org" or
such
other primary website as the CMSA may establish for dissemination
of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended, and
applicable temporary or final regulations of the U.S. Department of
the Treasury
promulgated thereunder.
"Collection Account": One or more segregated accounts created and
maintained by each Master Servicer pursuant to Section 3.04(a) on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled
substantially as follows: in the case of Midland, "Midland Loan
Services, Inc.,
as Master Servicer for LaSalle Bank National Association, as
Trustee, on behalf
of and in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4", and in
the case of Wells Fargo, "Wells Fargo Bank, National Association,
as Master
Servicer for LaSalle Bank National Association, as Trustee, on
behalf of and in
trust for the registered holders of ML-CFC Commercial Mortgage
Trust 2006-4,
Commercial Mortgage Pass-Through Certificates, Series 2006-4".
"Collection Period": Individually and collectively, as the context
may require: with respect to each Mortgage Loan and any successor
REO Loan with
respect thereto, for any Distribution Date, the period commencing
on the day
immediately following the related Determination Date for such
Mortgage Loan for
the preceding Distribution Date (or, in the case of the initial
Distribution
Date, commencing immediately following the Cut-off Date) and ending
on and
including the related Determination Date for such Mortgage Loan for
the subject
Distribution Date. For the purposes of this Agreement, with respect
to any
Distribution Date, the Collection Period that corresponds to that
Distribution
Date (including, for example, but without limitation, references to
"the related
Collection Period") shall mean the Collection Periods (determined
in accordance
with the preceding sentence) ending in the month in which such
Distribution Date
occurs that are applicable to the Merrill Trust Mortgage Loans, the
PNC Trust
Mortgage Loans and/or the Countrywide Trust Mortgage Loans, as
applicable.
"Commission": The United States Securities and Exchange Commission
or any successor agency.
"Component": Any of the multiple components of the Class XC
Certificates (the "Class XC Components") and the multiple
components of the
Class XP Certificates (the "Class XP Components") listed in the
following table.
The following table also sets forth the month and year in which the
Class XP
Termination Date for each Class XP Component occurs and the
Corresponding
Certificates for each Component.
-29-
Class Designation
Class XC
Class XP
Class XP
of Corresponding
Component
Component
Termination Date
Certificates
----------
-----------
----------------
-----------------
XC-A-1-1
N/A
N/A
A-1
XC-A-1-2
XP-A-1-2
June 2007
A-1
XC-A-1-3
XP-A-1-3
December 2007
A-1
XC-A-2-1
XP-A-2-1
December 2007
A-2
XC-A-2-2
XP-A-2-2
June 2008
A-2
XC-A-2-3
XP-A-2-3
December 2008
A-2
XC-A-2-4
XP-A-2-4
June 2009
A-2
XC-A-2-5
XP-A-2-5
December 2009
A-2
XC-A-2-6
XP-A-2-6
June 2010
A-2
XC-A-2-7
XP-A-2-7
December 2010
A-2
XC-A-2-8
XP-A-2-8
June 2011
A-2
XC-A-2FL-1
XP-A-2FL-1
December 2007
A-2FL
XC-A-2FL-2
XP-A-2FL-2
June 2008
A-2FL
XC-A-2FL-3
XP-A-2FL-3
December 2008
A-2FL
XC-A-2FL-4
XP-A-2FL-4
June 2009
A-2FL
XC-A-2FL-5
XP-A-2FL-5
December 2009
A-2FL
XC-A-2FL-6
XP-A-2FL-6
June 2010
A-2FL
XC-A-2FL-7
XP-A-2FL-7
December 2010
A-2FL
XC-A-2FL-8
XP-A-2FL-8
June 2011
A-2FL
XC-A-SB-1
XP-A-SB-1
June 2011
A-SB
XC-A-SB-2
XP-A-SB-2
December 2011
A-SB
XC-A-SB-3
XP-A-SB-3
June 2012
A-SB
XC-A-SB-4
XP-A-SB-4
December 2012
A-SB
XC-A-SB-5
XP-A-SB-5
June 2013
A-SB
XC-A-SB-6
XP-A-SB-6
December 2013
A-SB
XC-A-SB-7
XP-A-SB-7
June 2014
A-SB
XC-A-SB-8
XP-A-SB-8
December 2014
A-SB
XC-A-3-1
XP-A-3-1
June 2011
A-3
XC-A-3-2
XP-A-3-2
December 2011
A-3
XC-A-3-3
XP-A-3-3
June 2012
A-3
XC-A-3-4
XP-A-3-4
December 2012
A-3
XC-A-3-5
XP-A-3-5
June 2013
A-3
XC-A-3-6
XP-A-3-6
December 2013
A-3
XC-A-3-7
XP-A-3-7
June 2014
A-3
XC-A-3-8
XP-A-3-8
December 2014
A-3
XC-A-1A-1
N/A
N/A
A-1A
XC-A-1A-2
XP-A-1A-2
June 2007
A-1A
XC-A-1A-3
XP-A-1A-3
December 2007
A-1A
XC-A-1A-4
XP-A-1A-4
June 2008
A-1A
XC-A-1A-5
XP-A-1A-5
December 2008
A-1A
XC-A-1A-6
XP-A-1A-6
June 2009
A-1A
-30-
Class Designation
Class XC
Class XP
Class XP
of Corresponding
Component
Component
Termination Date
Certificates
----------
-----------
----------------
-----------------
XC-A-1A-7
XP-A-1A-7
December 2009
A-1A
XC-A-1A-8
XP-A-1A-8
June 2010
A-1A
XC-A-1A-9
XP-A-1A-9
December 2010
A-1A
XC-A-1A-10
XP-A-1A-10
June 2011
A-1A
XC-A-1A-11
XP-A-1A-11
December 2011
A-1A
XC-A-1A-12
XP-A-1A-12
June 2012
A-1A
XC-A-1A-13
XP-A-1A-13
December 2012
A-1A
XC-A-1A-14
XP-A-1A-14
June 2013
A-1A
XC-A-1A-15
XP-A-1A-15
December 2013
A-1A
XC-A-1A-16
XP-A-1A-16
June 2014
A-1A
XC-A-1A-17
XP-A-1A-17
December 2014
A-1A
XC-AM
XP-AM
December 2014
AM
XC-AJ
XP-AJ
December 2014
AJ
XC-AJ-FL
XP-AJ-FL
December 2014
AJ-FL
XC-B
XP-B
December 2014
B
XC-C-1
XP-C-1
June 2013
C
XC-C-2
XP-C-2
December 2013
C
XC-C-3
XP-C-3
June 2014
C
XC-C-4
XP-C-4
December 2014
C
XC-D-1
XP-D-1
December 2012
D
XC-D-2
XP-D-2
June 2013
D
XC-E-1
XP-E-1
June 2011
E
XC-E-2
XP-E-2
December 2011
E
XC-E-3
XP-E-3
June 2012
E
XC-E-4
XP-E-4
December 2012
E
XC-F-1
XP-F-1
December 2010
F
XC-F-2
XP-F-2
June 2011
F
XC-G-1
XP-G-1
June 2010
G
XC-G-2
XP-G-2
December 2010
G
XC-H-1
XP-H-1
December 2009
H
XC-H-2
XP-H-2
June 2010
H
XC-J-1
XP-J-1
December 2008
J
XC-J-2
XP-J-2
June 2009
J
XC-J-3
XP-J-3
December 2009
J
XC-K-1
XP-K-1
December 2008
K
XC- L
XP- L
December 2008
L
XC-M
XP-M
June 2008
M
XC-M
XP-M
December 2008
M
XC-N
N/A
N/A
N
XC-P
N/A
N/A
P
XC-Q
N/A
N/A
Q
XC-S
N/A
N/A
S
-31-
"Component Notional Amount": With respect to any Component, as of
any date of determination, an amount equal to the then REMIC I
Principal Balance
of its Corresponding REMIC I Regular Interest.
"Controlling Class": As of any date of determination, the most
subordinate Class of Sequential Pay Certificates (based on the
payment
priorities set forth in Section 4.01(a)) that has a Class Principal
Balance that
is greater than 25% of the Original Class Principal Balance thereof
(without
considering any Appraisal Reduction Amounts); provided, however,
that if no
Class of Sequential Pay Certificates has a Class Principal Balance
that
satisfies such requirement, then the Controlling Class shall be the
most
subordinate outstanding Class of Sequential Pay Certificates (based
on the
payment priorities set forth in Section 4.01(a)) with a Class
Principal Balance
greater than zero. With respect to determining and exercising the
rights of the
Controlling Class, the Class A Senior Certificates shall
collectively be deemed
to be a single Class of Certificates.
"Controlling Class Representative": As defined in Section 3.25.
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its asset-backed
securities trust
business with respect to this Agreement shall be administered,
which office at
the date of the execution of this Agreement is located at 135 South
LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securities and
Trust Services--ML-CFC Commercial Mortgage Trust 2006-4, Commercial
Mortgage
Pass-Through Certificates, Series 2006-4.
"Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been
a Specially Serviced Mortgage Loan but has ceased to be a Specially
Serviced
Mortgage Loan in accordance with the definition of "Specially
Serviced Mortgage
Loan". The Park La Brea Apartments Trust Mortgage Loan shall not
constitute a
Corrected Mortgage Loan under this Agreement.
"Corresponding Certificates": With respect to any REMIC I Regular
Interest, the Class of Regular Certificates (exclusive of the Class
XC and Class
XP Certificates) for which such REMIC I Regular Interest is the
Corresponding
REMIC I Regular Interest or one of the Corresponding REMIC I
Regular Interests.
With respect to any Component, the Class of Sequential Pay
Certificates
designated as the "Corresponding Certificates" for such Component
in the
definition of "Component".
"Corresponding Class XP Component": With respect to any Class XC
Component, the Class XP Component (if any) that, with the
replacement of "XP-"
with "XC-" at the beginning of its designation, has the same
alphanumeric
designation as such Class XC Component.
"Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Sequential Pay
Certificates.
With respect to the Class A-2FL REMIC II Regular Interest, REMIC I
Regular
Interest LA-2FL. With respect to the Class AJ-FL REMIC II Regular
Interest,
REMIC I Regular Interest LA-AJFL. With respect to any Component,
the REMIC I
-32-
Regular Interest that, with the replacement of "L" with "XC-" or
"XP-", as
applicable, at the beginning of its designation, has the same
alphabetic or
alphanumeric designation as such Component.
"Countrywide": Countrywide Commercial Real Estate Finance, Inc., a
California corporation, or its successor in interest.
"Countrywide Mortgage Loan Purchase Agreement": That certain
mortgage loan purchase agreement, dated as of December 1, 2006,
between the
Depositor and Countrywide and relating to the transfer of the
Countrywide Trust
Mortgage Loans to the Depositor.
"Countrywide Securities": Countrywide Securities Corporation, a
California corporation, or its successor in interest.
"Countrywide Trust Mortgage Loans": Each Trust Mortgage Loan
transferred and assigned to the Depositor pursuant to the
Countrywide Mortgage
Loan Purchase Agreement.
"Crossed Loan": As defined in Section 2.03(a). The Mortgage Loans
comprising a Loan Combination shall not be deemed to be Crossed
Loans for
purposes of this Agreement.
"Crossed Loan Group": As defined in Section 2.03(a).
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which
Person shall not be the Depositor, a Mortgage Loan Seller or an
Affiliate of the
Depositor or a Mortgage Loan Seller. If no such custodian has been
appointed or
if such custodian has been so appointed, but the Trustee shall have
terminated
such appointment, then the Trustee shall be the Custodian.
"Cut-off Date": Individually and collectively, as the context may
require: with respect to each Mortgage Loan, the related Due Date
of such
Mortgage Loan in December 2006; or, with respect to any Mortgage
Loan that has
its first Due Date in January 2007, December 1, 2006, or, with
respect to any
Mortgage Loan that has its first Due Date in February 2007, its
date of
origination.
"Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the
Cut-off Date,
after application of all unscheduled payments of principal received
on or before
such date and the principal component of all Periodic Payments due
on or before
such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Trust Mortgage
Loan, as of any date of determination, the ratio of (x) the
annualized Net
Operating Income (before payment of any debt service on such
Mortgage Loan)
generated by the related Mortgaged Property during the most
recently ended
period of not less than six months and not more than twelve months
for which
financial statements, if available (whether or not audited) have
been received
by or on behalf of the related Mortgage Loan Seller (prior to the
Closing Date
or, in the case of a Qualified Substitute Mortgage Loan, prior to
the relevant
date of determination) or the applicable Master Servicer or the
Special Servicer
(or, in the case of the Park La Brea Apartments Trust Mortgage
Loan, the JP
2006-LDP8 Applicable Servicer) (following the Closing Date), to (y)
twelve times
the amount of the Periodic Payment in effect for such Mortgage Loan
as of such
date of determination.
-33-
"Default Charges": Penalty Interest and/or late payment charges
that
are paid or payable, as the context may require, in respect of any
Mortgage Loan
or REO Loan.
"Defaulted Mortgage Loan": A Serviced Mortgage Loan: (i) that is
(A)
delinquent 60 days or more in respect of a Periodic Payment (not
including the
Balloon Payment) or (B) delinquent one day in respect of its
Balloon Payment or,
if the applicable Master Servicer receives, prior to the Due Date
of such
Balloon Payment, written evidence from an institutional lender of
such lender's
binding commitment to refinance such Mortgage Loan, for such longer
period
beyond the Due Date ending on the earlier of (1) 60 days after the
Due Date of
such Balloon Payment and (2) the expiration of the refinancing
commitment, in
either case such delinquency to be determined without giving effect
to any grace
period permitted by the related Mortgage or Mortgage Note and
without regard to
any acceleration of payments under the related Mortgage and
Mortgage Note; or
(ii) as to which the Special Servicer has, by written notice to the
related
Mortgagor, accelerated the maturity of the indebtedness evidenced
by the related
Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": With respect to any Defeasance Loan, the
United States government obligations required or permitted to be
pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Mortgage Loan which permits or requires the
related Mortgagor (or permits the holder of such Mortgage Loan to
require the
related Mortgagor) to pledge Defeasance Collateral to such holder
in lieu of
prepayment.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an
amount less than (i) in the case of a Serviced Trust Mortgage Loan,
the then
outstanding principal balance of such Mortgage Loan, and (ii) in
the case of the
Park La Brea Apartments Trust Mortgage Loan and any Non-Trust Loan,
the
then-aggregate outstanding principal balance of such Mortgage Loan
and all other
Mortgage Loans in the related Loan Combination that are senior to,
or pari passu
with, such Mortgage Loan, which valuation results from a proceeding
initiated
under the Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.03(a).
"Definitive Non-Registered Certificate": Any Definitive Certificate
that is a Non-Registered Certificate.
"Depositor": Merrill Lynch Mortgage Investors, Inc. or its
successor
in interest.
"Depository": The Depository Trust Company, or any successor
depository hereafter named as contemplated by Section 5.03(c). The
nominee of
the initial Depository for purposes of registering those
Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository
shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of
1934, as amended.
-34-
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the
Depository effects
book-entry transfers and pledges of securities deposited with the
Depository.
"Designated Sub-Servicer": As defined in Section 3.22(a).
"Determination Date": For any Distribution Date, (i) with respect
to
each Mortgage Loan that has a Due Date on or prior to the fourth
Business Day
prior to such Distribution Date, the fourth Business Day prior to
such
Distribution Date, and (ii) with respect to each other Mortgage
Loan, the Due
Date for such Mortgage Loan in the month in which such Distribution
Date occurs.
For the purposes of this Agreement, with respect to any
Distribution Date, the
"Determination Date" that corresponds to that Distribution Date
(including, for
example, but without limitation, references to "the related
Determination Date")
shall mean the Determination Dates (determined in accordance with
the preceding
sentence) occurring in the same month as such Distribution Date
that are
applicable to the Mortgage Pool.
"Determination Information": As defined in Section 3.18(b).
"Directly Operate": With respect to any Administered REO Property,
the furnishing or rendering of services to the tenants thereof, the
management
of such Administered REO Property, the holding of such REO Property
primarily
for sale or lease or the performance of any construction work
thereon, in each
case other than through an Independent Contractor; provided,
however, that the
Trustee (or the Special Servicer or any Sub-Servicer on behalf of
the Trustee)
shall not be considered to Directly Operate an Administered REO
Property solely
because the Trustee (or the Special Servicer or any Sub-Servicer on
behalf of
the Trustee) establishes rental terms, chooses tenants, enters into
or renews
leases, deals with taxes and insurance, or makes decisions as to
repairs or
capital expenditures with respect to such Administered REO
Property.
"Discount Rate": With respect to any prepaid Trust Mortgage Loan or
Trust REO Loan for purposes of allocating any Prepayment Premium or
Yield
Maintenance Charge received thereon or with respect thereto among
the respective
Classes of the Sequential Pay Certificates (other than any Excluded
Class
thereof), the Class A2-FL REMIC II Regular Interest and the Class
AJ-FL REMIC II
Regular Interest, an amount equal to the discount rate stated in
the Mortgage
Loan documents related to such Trust Mortgage Loan or Trust REO
Loan used in
calculating the related Prepayment Premium or Yield Maintenance
Charge; provided
that, if a discount rate is not stated thereon, the "Discount Rate"
will be an
amount equal to the yield (when compounded monthly) on the U.S.
Treasury issue
(primary issue) with a maturity date closest to the maturity date
or Anticipated
Repayment Date, as applicable, for such prepaid Trust Mortgage Loan
or Trust REO
Loan. In the event there are two or more such U.S. Treasury issues
(a) with the
same coupon, the issue with the lowest yield shall apply, and (b)
with maturity
dates equally close to the maturity date or Anticipated Repayment
Date, as
applicable, for the prepaid Trust Mortgage Loan or Trust REO Loan,
the issue
with the earliest maturity date shall apply.
"Disqualified Non-United States Tax Person": With respect to any
Residual Certificate, any Non-United States Tax Person or agent
thereof other
than: (1) a Non-United States Tax Person that (a) holds such
Residual
Certificate and, for purposes of Treasury regulations Section
1.860G-3(a)(3), is
subject to tax under Section 882 of the Code, (b) certifies that it
understands
that, for purposes of Treasury regulations Section
1.860E-1(c)(4)(ii), as a
holder of such Residual Certificate for United States federal
income tax
purposes, it may incur tax liabilities in excess of any cash flows
generated by
-35-
such Residual Certificate and intends to pay taxes associated with
holding such
Residual Certificate, and (c) has furnished the Transferor and the
Trustee with
an effective IRS Form W-8ECI or successor form and has agreed to
update such
form as required under the applicable Treasury regulations; or (2)
a Non-United
States Tax Person that has delivered to the Transferor, the Trustee
and the
Certificate Registrar an opinion of nationally recognized tax
counsel to the
effect that (x) the Transfer of such Residual Certificate to it is
in accordance
with the requirements of the Code and the regulations promulgated
thereunder and
(y) such Transfer of such Residual Certificate will not be
disregarded for
United States federal income tax purposes.
"Disqualified Organization": (i) the United States, any State or
political subdivision thereof, a foreign government, an
international
organization, or any agency or instrumentality of any of the
foregoing, (ii) any
organization (other than certain farmers' cooperatives described in
Section 521
of the Code) that is exempt from the tax imposed by Chapter 1 of
the Code
(including the tax imposed by Section 511 of the Code on unrelated
business
taxable income), (iii) rural electric and telephone cooperatives
described in
Section 1381 of the Code and (iv) any other Person so designated by
the Trustee
or the REMIC Administrator based upon an Opinion of Counsel that
the holding of
an Ownership Interest in a Residual Certificate by such Person may
cause the
Trust or any Person having an Ownership Interest in any Class of
Certificates
(other than such Person) to incur a liability for any federal tax
imposed under
the Code that would not otherwise be imposed but for the Transfer
of an
Ownership Interest in a Residual Certificate to such Person. The
terms "United
States", "State" and "international organization" shall have the
meanings set
forth in Section 7701 of the Code or successor provisions.
"Disqualified Partnership": Any domestic entity classified as a
partnership under the Code, if any of its beneficial owners are
Disqualified
Non-United States Tax Persons.
"Distributable Certificate Interest": With respect to any Class of
Regular Certificates, the Class A-2FL REMIC II Regular Interest or
the Class
AJ-FL REMIC II Regular Interest for any Distribution Date, the
Accrued
Certificate Interest in respect of such Class of Certificates, the
Class A-2FL
REMIC II Regular Interest or the Class AJ-FL REMIC II Regular
Interest, as the
case may be, for such Distribution Date, reduced (other than with
respect to the
Class XP and Class XC Certificates) (to not less than zero) by the
product of
(a) any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date,
multiplied by (b) a fraction, expressed as a decimal, the numerator
of which is
the Accrued Certificate Interest in respect of the subject Class of
Certificates, the Class A-2FL REMIC II Regular Interest or the
Class AJ-FL REMIC
II Regular Interest, as the case may be, for such Distribution
Date, and the
denominator of which is the aggregate Accrued Certificate Interest
in respect of
all the Classes of Sequential Pay Certificates (exclusive of the
Class A-2FL
Certificates and the Class AJ-FL Certificates), the Class A-2FL
REMIC II Regular
Interest and the Class AJ-FL REMIC II Regular Interest, as the case
may be, for
such Distribution Date; provided that, if the aggregate Class
Principal Balance
of the Sequential Pay Certificates (exclusive of the Class A-2FL
Certificates
and the Class AJ-FL Certificates), the Class A-2FL REMIC II Regular
Interest or
the Class AJ-FL REMIC II Regular Interest is reduced as a result of
a Realized
Loss caused by a diversion of principal collections on the Mortgage
Pool to
reimburse Nonrecoverable Advances and/or pay interest thereon as
contemplated by
Section 1.02, and if there is a subsequent recovery of such amounts
that results
in the reinstatement of the Class Principal Balance of any one or
more Classes
of Sequential Pay Certificates (exclusive of the Class A-2FL
Certificates and
the Class AJ-FL Certificates), the Class A-2FL REMIC II Regular
Interest or the
Class AJ-FL REMIC II Regular Interest as provided in
-36-
the definition of "Class Principal Balance" and the second
paragraph of Section
4.04(a), then the amount of Distributable Certificate Interest with
respect to
each Class of Regular Certificates, the Class A-2FL REMIC II
Regular Interest
and/or the Class AJ-FL REMIC II Regular Interest for the next
succeeding
Distribution Date shall be increased by the amount of any and all
additional
Distributable Certificate Interest that would have been payable
with respect to
the subject Class of Regular Certificates, the Class A-2FL REMIC II
Regular
Interest or the Class AJ-FL REMIC II Regular Interest if such
diversion of
principal and the corresponding allocation of a Realized Loss (up
to the amount
of the reinstated balances) had not occurred.
"Distribution Account": The segregated account or accounts created
and maintained by the Trustee pursuant to Section 3.04(b), which
shall be
entitled "LaSalle Bank National Association, as Trustee, in trust
for the
registered holders of ML-CFC Commercial Mortgage Trust 2006-4,
Commercial
Mortgage Pass-Through Certificates, Series 2006-4".
"Distribution Date": During any given month, the 12th day of such
month, or if the 12th day is not a Business Day, the next
succeeding Business
Day, commencing in January 2007.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to
its
Stated Maturity Date, the day of the month set forth in the related
Mortgage
Note on which each Periodic Payment on such Mortgage Loan is
scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date,
the day of the
month set forth in the related Mortgage Note on which each Periodic
Payment on
such Mortgage Loan had been scheduled to be first due; and (iii)
any REO Loan,
the day of the month set forth in the related Mortgage Note on
which each
Periodic Payment on the related Mortgage Loan had been scheduled to
be first
due.
"Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and (a)
with respect
to deposits held for 30 days or more in such account, the long-term
deposit or
unsecured debt obligations of which are rated at least "Aa3" by
Moody's and
"AA-" by S&P (or "A-" by S&P provided the short-term
unsecured debt obligations
of such institution or trust company are rated at least "A-1" by
S&P) (or, with
respect to any such Rating Agency, such lower rating as will not
result in an
Adverse Rating Event, as evidenced in writing by the applicable
Rating Agency),
at any time such funds are on deposit therein, or (b) with respect
to deposits
held for less than 30 days in such account, the short-term deposits
of which are
rated at least "P-1" by Moody's and "A-1" by S&P (or, with
respect to any such
Rating Agency, such lower rating as will not result in an Adverse
Rating Event)
as evidenced in writing by the applicable Rating Agency at any time
such funds
are on deposit therein, (ii) an account or accounts maintained with
PNC so long
as PNC (1) has a long-term unsecured debt rating of at least "A"
and a
short-term rating of at least "A-1" from S&P and (2) has a
long-term unsecured
debt rating of at least "A1" and a short-term rating of at least
"P-1" from
Moody's, (iii) a segregated trust account or accounts maintained
with a federal
or state chartered depository institution or trust company acting
in its
fiduciary capacity, which, in the case of a state chartered
depository
institution or trust company, is subject to regulations regarding
fiduciary
funds on deposit therein substantially similar to 12 C.F.R. ss.
9.10(b), having
in either case a combined capital and surplus of at least
$50,000,000 and
subject to supervision or examination by federal or state
authority, or
-37-
(iv) any other account the use of which would not, in and of
itself, cause an
Adverse Rating Event, as confirmed in writing by each Rating
Agency.
"Enhancement/Support Provider": Any enhancement or support provider
contemplated by Item 1114(b) or Item 1115 of Regulation AB with
respect to the
Trust Fund or any one or more Classes of Certificates.
"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, the American Society of Testing
Materials Standard
Sections 1527-05 or a review conducted in accordance with the All
Appropriate
Inquiries final rule issued by the United States Environmental
Protection Agency
on November 1, 2005 (40 C.F.R. Part 312), or any successor to
either.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Payment": Any payment received by either Master Servicer or
the Special Servicer for the account of any Mortgagor for
application toward the
payment of real estate taxes, assessments, insurance premiums,
ground rents (if
applicable) and other similar items in respect of the related
Mortgaged
Property.
"Euroclear": The Euroclear System or any successor.
"Event of Default": One or more of the events described in Section
7.01(a).
"Excess Servicing Strip": With respect to each Trust Mortgage Loan
and Trust REO Loan, that portion of the Master Servicing Fee for
such Mortgage
Loan or REO Loan that represents interest accrued at the related
Excess
Servicing Strip Rate.
"Excess Servicing Strip Rate": With respect to each Mortgage Loan
and REO Loan, the excess of (x) the Master Servicing Fee Rate for
such Mortgage
Loan or REO Loan over (y) the sum of (i) 0.01% (one basis point)
per annum and
(ii) with respect to any Mortgage Loan and REO Loan that is a
Serviced Mortgage
Loan or Serviced REO Loan not primary serviced by the applicable
Master
Servicer, the primary servicing fee rate, if any, for such Mortgage
Loan or REO
Loan; provided that the Excess Servicing Strip Rate with respect to
each
Mortgage Loan and REO Loan shall be subject to reduction by the
Trustee pursuant
to Section 3.11(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Exchange Act Reportable Event": With respect to (a) the Trustee
or,
if and to the extent specifically applicable thereto or to its
duties on behalf
of the Trustee, any Servicing Representative of the Trustee or any
Trustee
Appointee, any Trustee Reportable Event, (b) either Master Servicer
or, if and
to the extent specifically applicable thereto or to its duties on
behalf of such
Master Servicer, any Servicing Representative of such Master
Servicer, any
Master Servicer Reportable Event, and (c) the Special Servicer or,
if and to the
extent specifically applicable thereto or to its duties on behalf
of the Special
Servicer, any Servicing Representative of the Special Servicer, any
Special
Servicer Reportable Event.
"Exchange Act Reporting Year": Each of (a) the Trust's fiscal year
2006, and (b) any subsequent fiscal year of the Trust, but only if
as of the
beginning of such subsequent fiscal year of the
-38-
Trust, the Registered Certificates are held in the aggregate by at
least 300
holders (which may consist of (i) in the case of Registered
Certificates held in
definitive form, direct Holders of such Definitive Certificates,
and/or (ii) in
the case of Registered Certificates held in book-entry form through
the
Depository, Depository Participants having accounts with the
Depository).
"Exchange Act Reports": As defined in Section 8.16(a).
"Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-1A,
Class AM,
Class AJ, Class B, Class C, Class D, Class E, Class F, Class G,
Class H and
Class J Certificates.
"Exemption": Either of Department of Labor Prohibited Transaction
Exemption ("PTE") 90-29 (as amended by PTE 97-34, PTE 2000-58 and
PTE 2002-41)
or PTE 2000-55 (as amended by PTE 2000-58 and PTE 2002-41), as each
may be
amended from time to time, or any successor thereto, all as issued
by the U.S.
Department of Labor.
"Exemption-Favored Party": Any of (i) MLPF&S or Countrywide
Securities, (ii) any Person directly or indirectly, through one or
more
intermediaries, controlling, controlled by or under common control
with MLPF&S
or Countrywide Securities, and (iii) any member of any underwriting
syndicate or
selling group of which any Person described in clauses (i) and (ii)
is a manager
or co-manager with respect to a Class of Investment Grade
Certificates.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan,
Corrected
Mortgage Loan or Administered REO Property (other than a Mortgage
Loan or REO
Property, as the case may be, that was purchased or replaced by any
of the
Mortgage Loan Sellers pursuant to the applicable Mortgage Loan
Purchase
Agreement, or that was purchased by the Plurality Subordinate
Certificateholder
or the Special Servicer or any assignee of the foregoing pursuant
to Section
3.18, or by the related B-Note Loan Holder (in the case of an
A-Note Trust
Mortgage Loan) pursuant to the related Loan Combination
Intercreditor Agreement
or by the applicable Master Servicer, the Special Servicer or the
Plurality
Subordinate Certificateholder pursuant to Section 9.01) that there
has been a
recovery of all Insurance Proceeds, Liquidation Proceeds, REO
Revenues and other
payments or recoveries that the Special Servicer has determined, in
accordance
with the Servicing Standard, will be ultimately recoverable;
provided that the
term "Final Recovery Determination" shall include any comparable
determination
made by the JP 2006-LDP8 Special Servicer pursuant to the JP
2006-LDP8 Pooling
and Servicing Agreement with respect to the Park La Brea Apartments
Trust
Mortgage Loan or any related Park La Brea Apartments REO Property.
"Fiscal Agent": A Person who is at any time appointed by the
Trustee
pursuant to Section 8.18 to act as fiscal agent.
"Floating Rate Account": The segregated accounts or sub-accounts
(which may be sub-accounts of the Distribution Account) created and
maintained
by the Trustee pursuant to Section 3.04(f), in trust for: (i) in
the case of the
Class A-2FL Certificates and the Class A-2FL REMIC II Regular
Interest, the
holders of Class A-2FL Certificates and the Class A-2FL Swap
Counterparty, as
their interests may appear, which shall be entitled "LaSalle Bank
National
Association, as Trustee, on behalf of and in trust for the
registered holders of
ML-CFC Commercial Mortgage Trust 2006-4,
-39-
Commercial Mortgage Pass-Through Certificates, Series 2006-4, Class
A-2FL, and
Merrill Lynch Capital Services, Inc., as their interests may
appear, Floating
Rate Account"; and (ii) in the case of the Class AJ-FL Certificates
and the
Class AJ-FL REMIC II Regular Interest, the holders of the Class
AJ-FL
Certificates and the Class AJ-FL Swap Counterparty, as their
interests may
appear, which shall be entitled "LaSalle Bank National Association,
as Trustee,
on behalf of and in trust for the registered holders of ML-CFC
Commercial
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates, Series
2006-4, Class AJ-FL, and Merrill Lynch Capital Services, Inc., as
their
interests may appear, Floating Rate Account".
"Form 8-K": Exchange Act Form 8-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing current reports under
Section 13 or
15(d) of the Exchange Act, filed pursuant to Rule 13a-11 or Rule
15d-11, and for
reports of nonpublic information required to be disclosed by
Regulation FD (17
C.F.R. 243.100 and 243.101). For purposes of this Agreement, "Form
8-K" shall be
deemed to include any successor or equivalent Exchange Act form
adopted by the
Commission.
"Form 8-K Current Report": A current report on Form 8-K.
"Form 8-K Required Information": Any and all information, including
with respect to any applicable Exchange Act Reportable Events,
required pursuant
to the Exchange Act and/or the rules and regulations promulgated
thereunder to
be reported by an asset-backed issuer under Form 8-K.
"Form 10-D": Exchange Act Form 10-D, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing distribution reports
under Section
13 or 15(d) of the Exchange Act, filed pursuant to Rule 13a-17 or
Rule 15d-17.
For purposes of this Agreement, "Form 10-D" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-D Distribution Report": A distribution report on Form
10-D.
"Form 10-D Required Information": Any and all information,
including
with respect to any applicable Exchange Act Reportable Events,
required pursuant
to the Exchange Act and/or the rules and regulations promulgated
thereunder to
be reported by an asset-backed issuer under Form 10-D.
"Form 10-K": Exchange Act Form 10-K, as and to the extent that such
form is applicable for an asset-backed issuer to satisfy its
reporting
requirements under the Exchange Act, and the rules and regulations
promulgated
thereunder, including for purposes of filing annual reports
pursuant to Section
13 or 15(d) of the Exchange Act for which no other form is
prescribed, as well
as for filing transition reports pursuant to Section 13 or 15(d) of
the Exchange
Act. For purposes of this Agreement, "Form 10-K" shall be deemed to
include any
successor or equivalent Exchange Act form adopted by the
Commission.
"Form 10-K Annual Report": An annual report on Form 10-K.
-40-
"Form 10-K Required Information": Any and all information,
including
with respect to any applicable Exchange Act Reportable Events,
required pursuant
to the Exchange Act and/or the rules and regulations promulgated
thereunder to
be reported by an asset-backed issuer under Form 10-K.
"Gain-on-Sale Proceeds": With respect to any Trust Mortgage Loan or
Trust REO Loan, the excess, if any, of (i) any and all Liquidation
Proceeds
collected with respect to such Mortgage Loan or the related REO
Property, as the
case may be, net of any related liquidation expenses, P&I
Advances, Servicing
Advances, Principal Recovery Fees, interest on Advances, Master
Servicing Fees,
Special Servicing Fees and Additional Trust Fund Expenses, and if
applicable,
further net of any portion of such Liquidation Proceeds payable to
the related
Non-Trust Noteholder(s) (if any) and, in the case of the Park La
Brea Apartments
Trust Mortgage Loan or any related Park La Brea Apartments REO
Property, to the
JP 2006-LDP8 Applicable Servicer, over (ii) the Purchase Price for
such Trust
Mortgage Loan or Trust REO Loan, as the case may be, on the date on
which such
Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A segregated custodial account
(which may be a sub-account of the Distribution Account) created
and maintained
by the Trustee pursuant to Section 3.04(e) in trust for the
Certificateholders,
which shall be entitled (in the case of a sub-account, if such
sub-account is
permitted to be separately titled) "LaSalle Bank National
Association, as
Trustee, in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4,
Gain-on-Sale Reserve Account".
"Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, either the related Rule 144A Global
Certificate or
the related Regulation S Global Certificate.
"Grantor Trust A-2FL": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which
consist of (i) the
Class A-2FL REMIC II Regular Interest and distributions thereon,
(ii) the Class
A-2FL Swap Agreement and payments by the Class A-2FL Swap
Counterparty
thereunder and (iii) the Class A-2FL Sub-Account, intended to be
treated as a
"grantor trust" within the meaning of the Grantor Trust Provisions.
"Grantor Trust A-2FL Assets": The segregated pool of assets
comprising Grantor Trust A-2FL.
"Grantor Trust AJ-FL": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which
consist of (i) the
Class AJ-FL REMIC II Regular Interest and distributions thereon,
(ii) the Class
AJ-FL Swap Agreement and payments by the Class AJ-FL Swap
Counterparty
thereunder and (iii) the Class AJ-FL Sub-Account, intended to be
treated as a
"grantor trust" within the meaning of the Grantor Trust Provisions.
"Grantor Trust AJ-FL Assets": The segregated pool of assets
comprising Grantor Trust AJ-FL.
"Grantor Trust E": That certain "grantor trust" (within the meaning
of the Grantor Trust Provisions), the assets of which consist of
the Excess
Servicing Strip with respect to the Mortgage Loans and any
successor REO Loans
and amounts held from time to time in the Collection Accounts that
represent the
Excess Servicing Strip.
-41-
"Grantor Trust E Assets": The segregated pool of assets comprising
Grantor Trust E.
"Grantor Trust Provisions": Subpart E of Subchapter J of the Code.
"Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged
Property or space
lease within such Mortgaged Property, the lease agreement creating
such
leasehold interest.
"Group 1 Mortgage Loan": Any Trust Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": Any Trust Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 2.
"Hazardous Materials": Any dangerous, toxic or hazardous
pollutants,
chemicals, wastes, or substances, including, without limitation,
those so
identified pursuant to CERCLA or any other federal, state or local
environmental
related laws and regulations now existing or hereafter enacted, and
specifically
including, without limitation, asbestos and asbestos-containing
materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and
petroleum products
and urea formaldehyde.
"Holder": A Certificateholder.
"Impound Reserve": As defined in Section 3.16(c).
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, any
Mortgage Loan
Seller, either Master Servicer, the Special Servicer, the
Controlling Class
Representative, the Trustee, any Fiscal Agent and any and all
Affiliates thereof
(and, with respect to any Loan Combination, any of the related
Non-Trust
Noteholder(s) and any and all Affiliates thereof), (ii) does not
have any direct
financial interest in or any material indirect financial interest
in any of the
Depositor, any Mortgage Loan Seller, either Master Servicer, the
Special
Servicer, the Controlling Class Representative, the Trustee, any
Fiscal Agent or
any Affiliate thereof (or, with respect to any Loan Combination,
any of the
related Non-Trust Noteholder(s) or any Affiliate thereof), and
(iii) is not
connected with the Depositor, any Mortgage Loan Seller, either
Master Servicer,
the Controlling Class Representative, the Special Servicer, the
Trustee, any
Fiscal Agent or any Affiliate thereof (or, with respect to any Loan
Combination,
any of the related Non-Trust Noteholder(s) or any Affiliate
thereof) as an
officer, employee, promoter, underwriter, trustee, partner,
director or Person
performing similar functions; provided, however, that a Person
shall not fail to
be Independent of the Depositor, any Mortgage Loan Seller, either
Master
Servicer, the Controlling Class Representative, the Special
Servicer, the
Trustee, any Fiscal Agent or any Affiliate thereof (or, with
respect to any Loan
Combination, any of the related Non-Trust Noteholder(s) or any
Affiliate
thereof) merely because such Person is the beneficial owner of 1%
or less of any
class of securities issued by the Depositor, any Mortgage Loan
Seller, either
Master Servicer, the Special Servicer, the Controlling Class
Representative, the
Trustee, any Fiscal Agent or any Affiliate thereof (or, with
respect to any Loan
Combination, any of the related Non-Trust Noteholder(s) or any
Affiliate
thereof), as the case may be; provided that such ownership
constitutes less than
1% of the total assets owned by such Person.
-42-
"Independent Appraiser": An Independent professional real estate
appraiser who is a member in good standing of the Appraisal
Institute, and, if
the State in which the subject Mortgaged Property is located
certifies or
licenses appraisers, certified or licensed in such State, and in
each such case,
who has a minimum of five years experience in the subject property
type and
market.
"Independent Contractor": (a) Any Person that would be an
"independent contractor" with respect to REMIC I within the meaning
of Section
856(d)(3) of the Code if REMIC I were a real estate investment
trust (except
that the ownership test set forth in that Section shall be
considered to be met
by any Person that owns, directly or indirectly, 35% or more of any
Class of
Certificates, or such other interest in any Class of Certificates
as is set
forth in an Opinion of Counsel, which shall be at no expense to
either Master
Servicer, the Special Servicer, the Trustee, any Fiscal Agent or
the Trust Fund,
delivered to the Trustee (and, if a Loan Combination is involved,
to the related
Non-Trust Noteholder(s)), provided that (i) such REMIC does not
receive or
derive any income from such Person and (ii) the relationship
between such Person
and such REMIC is at arm's length, all within the meaning of
Treasury
regulations Section 1.856-4(b)(5), or (b) any other Person upon
receipt by the
Trustee (and, if a Loan Combination is involved, by the related
Non-Trust
Noteholder(s)) of an Opinion of Counsel, which shall be at no
expense to either
Master Servicer, the Special Servicer, the Trustee, any Fiscal
Agent or the
Trust Fund, to the effect that the taking of any action in respect
of any
Administered REO Property by such Person, subject to any conditions
therein
specified, that is otherwise herein contemplated to be taken by an
Independent
Contractor will not cause such REO Property to cease to qualify as
"foreclosure
property" within the meaning of Section 860G(a)(8) of the Code for
purposes of
Section 860D(a) of the Code, or cause any income realized in
respect of such REO
Property to fail to qualify as Rents from Real Property, due to
such Person's
failure to be treated as an Independent Contractor.
"Initial Form 8-K Current Reports": As defined in Section 8.16.
"Initial Purchaser": Each of MLPF&S and Countrywide Securities.
"Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of
Rule 501(a)
under the Securities Act or any entity in which all of the equity
owners come
within such paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other
insurance policy
that is maintained from time to time in respect of such Mortgage
Loan or the
related Mortgaged Property.
"Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the
related
Mortgaged Property, released to the Mortgagor, or any tenants or
ground lessors,
as the case may be, pursuant to the terms of the related Mortgage
or lease, in
accordance with the Servicing Standard.
"Insured Environmental Event": As defined in Section 3.07(d).
"Interest Accrual Period": With respect to any Distribution Date,
except with respect to the Class A-2FL Certificates and the Class
AJ-FL
Certificates prior to a Class A-2FL Distribution Conversion or a
Class AJ-FL
Distribution Conversion, as the case may be, the calendar month
immediately
preceding the calendar month in which such Distribution Date
occurs. For
purposes of
-43-
determining Class A-2FL Interest Distribution Amounts and Class
A-2FL Floating
Swap Payments or Class AJ-FL Interest Distribution Amounts and
Class AJ-FL
Floating Swap Payments, for any Distribution Date and any Class
A-2FL Swap
Payment Date or Class AJ-FL Swap Payment Date, as the case may be,
related
thereto based upon the confirmation under the related Swap
Agreement, the
Interest Accrual Period will begin on and include the 12th day of
the month
preceding the month in which the subject Distribution Date occurs
(or, in the
case of the first Distribution Date, will begin on and include the
Closing Date)
and will end on and include the 11th day of the month in which the
subject
Distribution Date occurs; provided that, if a Class A-2FL
Distribution
Conversion or a Class AJ-FL Distribution Conversion is in effect
with respect to
the subject Distribution Date, then the Interest Accrual Period
applicable to
the Class A-2FL Interest Distribution Amount or the Class AJ-FL
Interest
Distribution Amount, as the case may be, for such Distribution Date
will be the
same as the Interest Accrual Period with respect to the Class A-2FL
REMIC II
Regular Interest or the Class AJ-FL REMIC II Regular Interest, as
the case may
be, for such Distribution Date.
"Interest Reserve Account": The segregated account (which may be a
sub-account of the Distribution Account) created and maintained by
the Trustee
pursuant to Section 3.04(c) in trust for Certificateholders, which
shall be
entitled (in the case of a sub-account, if such sub-account is
permitted to be
separately titled) "LaSalle Bank National Association, as Trustee,
on behalf of
and in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4".
"Interest Reserve Amount": With respect to each Interest Reserve
Loan and each Distribution Date that occurs in February of each
year subsequent
to 2006 and in January of each year subsequent to 2006 that is not
a leap year,
an amount equal to one day's interest at the related Net Mortgage
Rate on the
related Stated Principal Balance as of the Due Date in the month in
which such
Distribution Date occurs (but prior to the application of any
amounts owed on
such Due Date), to the extent a Periodic Payment or P&I Advance
is made in
respect thereof for such Due Date as of the related P&I Advance
Date, in the
case of a Periodic Payment, or as of the related Distribution Date,
in the case
of a P&I Advance.
"Interest Reserve Loan": Each Trust Mortgage Loan that is an
Actual/360 Mortgage Loan and each Trust REO Loan that relates to an
Actual/360
Mortgage Loan.
"Interested Person": The Depositor, each Mortgage Loan Seller, each
Master Servicer, the Special Servicer, any Independent Contractor
hired by the
Special Servicer, any related Non-Trust Noteholder, any Holder of a
Certificate
or any Affiliate of any such Person.
"Internet Website": Either the Internet website maintained by the
Trustee (located at "www.etrustee.net" or such other address as
provided to the
parties hereto from time to time) or the Internet website
maintained by either
Master Servicer, as the case may be.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating
categories
by at least one Rating Agency.
"Investment Period": With respect to any Distribution Date and (i)
each of the Collection Accounts, any Servicing Account, any Reserve
Account, any
REO Account and any Loan Combination
-44-
Custodial Account, the related Collection Period and (ii) each of
the
Distribution Account, the Interest Reserve Account, the Additional
Interest
Account and the Gain-on-Sale Reserve Account, the related Trustee
Investment
Period.
"IXIS": IXIS Real Estate Capital, Inc., a New York corporation, or
its successor in interest.
"IXIS Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of December 1, 2006, between the
Depositor and IXIS
and relating to the transfer of the IXIS Trust Mortgage Loans to
the Depositor.
"IXIS Trust Mortgage Loan": Each Trust Mortgage Loan transferred
and
assigned to the Depositor pursuant to the IXIS Mortgage Loan
Purchase Agreement.
"JP 2006-LDP8 Applicable Servicer": The JP 2006-LDP8 Master
Servicer
or the JP 2006-LDP8 Special Servicer, as applicable.
"JP 2006-LDP8 Master Servicer": As defined in the Preliminary
Statement. The term "JP 2006-LDP8 Master Servicer" shall include
any successor
master servicer appointed pursuant to the JP 2006-LDP8 Pooling and
Servicing
Agreement.
"JP 2006-LDP8 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.
"JP 2006-LDP8 Securitization": As defined in the Preliminary
Statement.
"JP 2006-LDP8 Servicing Fee": With respect to the Park La Brea
Apartments Trust Mortgage Loan or any successor Trust REO Loan with
respect
thereto, the "Master Servicing Fee" payable to the JP 2006-LDP8
Master Servicer
with respect to such Mortgage Loan or Trust REO Loan, as the case
may be,
pursuant to the JP 2006-LDP8 Pooling and Servicing Agreement.
"JP 2006-LDP8 Servicing Fee Rate": With respect to the Park La Brea
Apartments Trust Mortgage Loan or any related Trust REO Loan, the
"Master
Servicing Fee Rate" (as defined in the JP 2006-LDP8 Pooling and
Servicing
Agreement) for such Mortgage Loan or REO Loan, as the case may be.
The JP
2006-LDP8 Servicing Fee Rate includes the rate ([0.02]%) set forth
in the
Mortgage Loan Schedule under the column "Primary Servicing Fee
Rate" with
respect to the Park La Brea Apartments Trust Mortgage Loan.
"JP 2006-LDP8 Special Servicer": As defined in the Preliminary
Statement. The term "JP 2006-LDP8 Special Servicer" shall include
any successor
special servicer appointed pursuant to the JP 2006-LDP8 Pooling and
Servicing
Agreement.
"JP 2006-LDP8 Trustee": As defined in the Preliminary Statement.
The
term "JP 2006-LDP8 Trustee" shall include any successor trustee
appointed
pursuant to the JP 2006-LDP8 Pooling and Servicing Agreement.
"LaSalle": LaSalle Bank National Association, a national banking
association, or its successor in interest.
-45-
"Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, other than Penalty
Interest,
whether as payments, Insurance Proceeds, Liquidation Proceeds or
otherwise,
which represent late collections of the principal and/or interest
portions of a
Scheduled Payment (other than a Balloon Payment) or an Assumed
Periodic Payment
in respect of such Mortgage Loan due or deemed due on a Due Date in
a previous
Collection Period, and not previously recovered. With respect to
any REO Loan,
all amounts received in connection with the related REO Property
during any
Collection Period, other than Penalty Interest, whether as
Insurance Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent
late
collections of the principal and/or interest portions of a
Scheduled Payment
(other than a Balloon Payment) or an Assumed Periodic Payment in
respect of the
predecessor Mortgage Loan or of an Assumed Periodic Payment in
respect of such
REO Loan due or deemed due on a Due Date in a previous Collection
Period and not
previously recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a
Final Recovery
Determination is made with respect to such Mortgage Loan; (iii)
such Mortgage
Loan is repurchased or replaced by a Mortgage Loan Seller pursuant
to the
applicable Mortgage Loan Purchase Agreement; (iv) such Mortgage
Loan is
purchased by the Plurality Subordinate Certificateholder, the
Special Servicer
or any assignee thereof pursuant to Section 3.18 or by either
Master Servicer,
the Special Servicer or the Plurality Subordinate Certificateholder
pursuant to
Section 9.01; (v) in the case of an A-Note Trust Mortgage Loan,
such Mortgage
Loan is purchased by the related B-Note Loan Holder pursuant to the
related Loan
Combination Intercreditor Agreement; (vi) such Mortgage Loan is
purchased by a
mezzanine lender pursuant to the related mezzanine intercreditor
agreement; or
(vii) such Mortgage Loan is removed from the Trust by the Sole
Certificate Owner
in connection with an exchange of all of the outstanding
Certificates owned by
the Sole Certificate Owner for all of the Trust Mortgage Loans and
each REO
Property remaining in the Trust Fund pursuant to Section 9.01. With
respect to
any REO Property (and the related REO Loan), any of the following
events: (i) a
Final Recovery Determination is made with respect to such REO
Property; (ii)
such REO Property is purchased or replaced by a Mortgage Loan
Seller pursuant to
the applicable Mortgage Loan Purchase Agreement; (iii) such REO
Property is
purchased by either Master Servicer, the Special Servicer or the
Plurality
Subordinate Certificateholder pursuant to Section 9.01; or (iv)
such REO
Property is removed from the Trust Fund by the Sole Certificate
Owner in
connection with an exchange of all of the outstanding Certificates
owned by the
Sole Certificate Owner for all of the Trust Mortgage Loans and each
REO Property
remaining in the Trust Fund pursuant to Section 9.01.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by either Master Servicer or
the Special
Servicer in connection with: (i) the taking of all or a part of a
Mortgaged
Property or REO Property by exercise of the power of eminent domain
or
condemnation, subject, however, to the rights of any tenants and
ground lessors,
as the case may be, and the rights of the Mortgagor under the terms
of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or
other
collateral constituting security for a defaulted Mortgage Loan,
through
trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any
portion thereof required to be released to the related Mortgagor in
accordance
with applicable law and the terms and conditions of the related
Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment
obtained
against a Mortgagor; (iv) the purchase of a Serviced Trust
Defaulted Mortgage
Loan by the Plurality Subordinate Certificateholder, the Special
Servicer or any
assignee thereof pursuant to Section 3.18; (v) the repurchase or
substitution of
a Trust Mortgage Loan or REO Property by a Mortgage Loan Seller,
-46-
pursuant to the applicable Mortgage Loan Purchase Agreement; (vi)
the purchase
of a Trust Mortgage Loan or REO Property by either Master Servicer,
the Special
Servicer, or the Plurality Subordinate Certificateholder pursuant
to Section
9.01; (vii) the purchase of an A-Note Trust Mortgage Loan by the
related B-Note
Loan Holder pursuant to the related Loan Combination Intercreditor
Agreement;
(viii) the purchase of a Mortgage Loan by a mezzanine lender
pursuant to the
related mezzanine intercreditor agreement; or (ix) the removal of a
Mortgage
Loan or REO Property from the Trust Fund by the Sole Certificate
Owner in
connection with an exchange of all of the outstanding Certificates
owned by the
Sole Certificate Owner for all of the Trust Mortgage Loans and each
REO Property
remaining in the Trust Fund pursuant to Section 9.01.
"LNR": LNR Partners, Inc., a Florida corporation, or its successor
in interest.
"Loan Combination": Any A/B Loan Combination or the Park La Brea
Apartments Loan Combination as the case may be. The term "Loan
Combination"
shall include any successor REO Loan with respect to the applicable
Mortgage
Loans comprising such Loan Combination.
"Loan Combination Custodial Account": With respect to any Loan
Combination, the separate account (which may be a sub-account of
the applicable
Collection Account) created and maintained by the applicable Master
Servicer
pursuant to Section 3.04(h) and held on behalf of the
Certificateholders and the
related Non-Trust Noteholder, which shall be entitled (in the case
of a
sub-account, if such sub-account is permitted to be separately
titled)
substantially as follows: in the case of the Midland, "Midland Loan
Services,
Inc., as Master Servicer for LaSalle Bank National Association, as
Trustee, on
behalf of and in trust for the registered holders of ML-CFC
Commercial Mortgage
Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4" and
[name of the related Non-Trust Noteholder(s)], as their interests
may appear,
and in the case of Wells Fargo, "Wells Fargo Bank National
Association, as
Master Servicer for LaSalle Bank National Association, as Trustee,
on behalf of
and in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, and [name
of the related Non-Trust Noteholder(s)], as their interests may
appear". Any
such account shall be an Eligible Account.
"Loan Combination Intercreditor Agreement": With respect to each
Loan Combination, each intercreditor agreement (including the Park
La Brea
Apartments Intercreditor Agreement) in effect between (i) the Trust
Fund as
holder of the related Trust Mortgage Loan and (ii) the Non-Trust
Noteholder(s).
"Loan Combination Mortgaged Property": The Mortgaged Property
securing a Loan Combination.
"Loan Combination REO Account": With respect to each Loan
Combination, a segregated account or accounts created and
maintained by the
Special Servicer pursuant to Section 3.16 on behalf of the Trustee,
in trust for
the Certificateholders, and the related Non-Trust Noteholder, which
shall be
entitled "LNR Partners, Inc., as Special Servicer for LaSalle Bank
National
Association, as Trustee in trust for registered holders of ML-CFC
Commercial
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates, Series
2006-4, and [name of the related Non-Trust Noteholder(s)], as their
interests
may appear".
-47-
"Loan Combination REO Property": With respect to each Loan
Combination, the related Mortgaged Property if such Mortgaged
Property is
acquired on behalf and in the name of the Trust Fund, for the
benefit of the
Certificateholders, and the related Non-Trust Noteholder(s), as
their interests
may appear, through foreclosure, acceptance of a deed-in-lieu of
foreclosure or
otherwise in accordance with applicable law in connection with the
default or
imminent default of such Loan Combination.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Trust Mortgage Loans that
are Group 1 Mortgage Loans and any successor Trust REO Loans with
respect
thereto.
"Loan Group 1 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans
belonging to Loan
Group 1, taking into account adjustments in accordance with Section
1.02.
"Loan Group 2": Collectively, all of the Trust Mortgage Loans that
are Group 2 Mortgage Loans and any successor Trust REO Loans with
respect
thereto.
"Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available
Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Principal
Distribution Amount
attributable to the Trust Mortgage Loans and Trust REO Loans
belonging to Loan
Group 2, taking into account adjustments in accordance with Section
1.02.
"Loan-to-Value Ratio": With respect to any Trust Mortgage Loan, as
of any date of determination, a fraction, expressed as a
percentage, the
numerator of which is (i) the then current principal amount of such
Mortgage
Loan, or (ii) in the case of the Park La Brea Apartments Trust
Mortgage Loan,
the then aggregate current principal amount of the Park La Brea
Apartments Trust
Mortgage Loan and the Park La Brea Apartments Pari Passu Non-Trust
Loan, in each
case as adjusted in accordance with the considerations specified in
Section
3.08(a)(i), and the denominator of which is the Appraised Value of
the related
Mortgaged Property.
"Loan REMIC": Subject to the Park La Brea Apartments Loan REMIC
Declaration, the segregated pool of assets consisting of: (i) the
Park La Brea
Apartments Trust Mortgage Loan and all payments under the proceeds
of such Trust
Mortgage Loan received after the Closing Date (exclusive of any
related Excess
Servicing Strip), together with all documents included in the
related Mortgage
File and any related Escrow Payments and Reserve Funds; (ii) all
amounts
(exclusive of any Excess Servicing Strip) relating to the Park La
Brea
Apartments Mortgage Loan or any successor REO Loan with respect
thereto held
from time to time in the Interest Reserve Account, the Collection
Account, the
Distribution Account, the Gain-on-Sale Reserve Account and any REO
Account;
(iii) any interest in any REO Property acquired in respect of the
Park La Brea
Apartments Trust Mortgage Loan; (iv) the rights of the Depositor
under Sections
2, 3, 8, 10, 11, 12, 13, 14, 15, 17, 18, 20 and 21 of the IXIS
Mortgage
-48-
Loan Purchase Agreement with respect to the Park La Brea Apartments
Trust
Mortgage Loan; and (v) the rights of the mortgagee under all
Insurance Policies
with respect to the Park La Brea Apartments Trust Mortgage Loan.
"Loan REMIC Regular Interest": The non-certificated beneficial
ownership interest in the Loan REMIC and designated as a "regular
interest" in
the Loan REMIC pursuant to the Park La Brea Apartments Loan REMIC
Declaration.
"Master Servicer": With respect to the PNC Trust Mortgage Loans and
the IXIS Trust Mortgage Loans (and, in each case, any related
B-Note Non-Trust
Loan), Master Servicer No. 1, and with respect to the Countrywide
Trust Mortgage
Loans and the Merrill Trust Mortgage Loans (and any related B-Note
Non-Trust
Loan), Master Servicer No. 2.
"Master Servicer No. 1": Midland or any successor Master Servicer
thereto appointed as herein provided.
"Master Servicer No. 2": Wells Fargo or any successor Master
Servicer thereto appointed as herein provided.
"Master Servicer Indemnification Agreement": With respect to
Midland, that certain Master Servicer No. 1 Indemnification
Agreement, dated as
of December 1, 2006, between Midland, the Depositor, the
Underwriters and the
Initial Purchasers; and with respect to Wells Fargo, that certain
Master
Servicer No. 2 Indemnification Agreement, dated as of December 1,
2006, between
Wells Fargo, the Depositor, the Underwriters and the Initial
Purchasers.
"Master Servicer Reportable Event": With respect to either Master
Servicer, any of the following events, conditions, circumstances
and/or matters:
(i)
the entry into or amendment to a definitive agreement that
is material to the Subject Securitization Transaction, including,
for
example, a servicing agreement with a Servicer contemplated by Item
1108(a)(3) of Regulation AB, but only if such Master Servicer or
any
Servicing Representative of such Master Servicer is a party to such
agreement or has entered into such agreement on behalf of the Trust
[ITEM
1.01 ON FORM 8-K];
(ii)
the termination of a definitive agreement that is material
to the Subject Securitization Transaction (otherwise than by
expiration of
the agreement on its stated termination date or as a result of all
parties
completing their obligations under such agreement), but only if
such
Master Servicer or any Servicing Representative of such Master
Servicer is
a party to such agreement or has entered into such agreement on
behalf of
the Trust [ITEM 1.02 ON FORM 8-K];
(iii)
the appointment of a receiver, fiscal agent or similar
officer for any Material Debtor in a proceeding under the U.S.
Bankruptcy
Code or in any other proceeding under state or federal law in which
a
court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of any Material Debtor,
including where such jurisdiction has been assumed by leaving the
existing
directors and officers in possession but subject to the supervision
and
orders of a court or governmental authority, but only if the
subject
Material Debtor is (A) such Master Servicer, (B) any Servicing
Representative of such Master
-49-
Servicer that constitutes a Servicer contemplated by Item
1108(a)(3) of
Regulation AB or (C) any Significant Obligor with respect to a
Performing
Mortgage Loan [ITEM 1.03(a) ON FORM 8-K];
(iv)
the entry of an order confirming a plan of reorganization,
arrangement or liquidation of a Material Debtor by a court or
governmental
authority having supervision or jurisdiction over substantially all
of the
assets or business of such Material Debtor, but only if the subject
Material Debtor is (A) such Master Servicer, (B) any Servicing
Representative of such Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Mortgage Loan [ITEM 1.03(b) ON
FORM
8-K];
(v)
any resignation, removal, replacement or substitution of (A)
such Master Servicer or (B) any Servicing Representative of such
Master
Servicer that constitutes a Servicer contemplated by Item
1108(a)(2) of
Regulation AB [ITEM 6.02 ON FORM 8-K];
(vi)
any appointment of (A) a new Master Servicer or (B) any new
Servicing Representative of such Master Servicer that constitutes a
Servicer contemplated by Item 1108(a)(2) of Regulation AB [ITEM
6.02 ON
FORM 8-K];
(vii)
any nonpublic disclosure, by such Master Servicer or any
Servicing Representative of such Master Servicer, with respect to
the
Subject Securitization Transaction (other than disclosure required
pursuant to this Agreement) that is required to be disclosed by
Regulation
FD (17 C.F.R. 243.100 through 243.103) [ITEM 7.01 ON FORM 8-K];
(viii)
any other information of importance to Certificateholders
(determined by such Master Servicer in accordance with the
Servicing
Standard) that (A) is not otherwise required to be included in the
Distribution Date Statement, the CMSA Special Servicer Loan File or
any
other report to be delivered or otherwise made available to
Certificateholders hereunder, and (B) such Master Servicer has
determined,
in accordance with the Servicing Standard, could have a material
adverse
effect on the value of a Mortgaged Property as collateral for a
Performing
Mortgage Loan or the ability of a Mortgaged Property to generate
sufficient cash flow for the related Mortgagor to meet its debt
service
obligations under the related Performing Mortgage Loan [ITEM 8.01
ON FORM
8-K];
(ix)
the commencement or termination of, or any material
developments regarding, any legal proceedings pending against any
Material
Litigant, or of which any property of a Material Litigant is the
subject,
or any threat by a governmental authority to bring any such legal
proceedings, that are material to Certificateholders, but only if
such
Master Servicer is controlling the subject litigation or if the
subject
Material Litigant is (A) such Master Servicer, (B) any Servicing
Representative of such Master Servicer that constitutes a Servicer
contemplated by Item 1108(a)(3) of Regulation AB or (C) any
Significant
Obligor with respect to a Performing Mortgage Loan [ITEM 2 ON FORM
10-D
AND GENERAL INSTRUCTION J TO FORM 10-K];
(x)
the receipt by or on behalf of such Master Servicer or any
Servicing Representative of such Master Servicer of any updated
financial
statements, balance sheets, rent rolls or other financial
information
regarding a Significant Obligor with respect to a Performing
-50-
Mortgage Loan that is required to be provided under Item 1112(b) of
Regulation AB [ITEM 6 ON FORM 10-D AND GENERAL INSTRUCTION J TO
FORM
10-K];
(xi)
to the extent not otherwise disclosed in the Prospectus
Supplement, whether such Master Servicer has become an affiliate
(as
defined in Rule 405 of the Securities Act) of any of (A) the Trust,
(B)
the Depositor, (C) a Mortgage Loan Seller, (D) the Trustee, (E) the
Special Servicer, (F) any Servicing Representative of such Master
Servicer
that constitutes a Servicer contemplated by Item 1108(a)(3) of
Regulation
AB or (G) any Significant Obligor [GENERAL INSTRUCTION J TO FORM
10-K];
and
(xii)
to the extent not otherwise disclosed in the Prospectus
Supplement, any specific relationship involving or relating to the
Subject
Securitization Transaction or the Mortgage Loans contemplated by
Item
1119(c) of Regulation AB between a Mortgage Loan Seller or the
Trust, on
the one hand, and such Master Servicer or any Servicing
Representative of
such Master Servicer, on the other hand [GENERAL INSTRUCTION J TO
FORM
10-K];
provided that, in the case of clauses (ii), (iv), (ix) and (xii)
above, if a
Servicing Representative is a Designated Sub-Servicer, the subject
event,
condition, circumstance and/or matter shall constitute a Master
Servicer
Reportable Event with respect to such Servicing Representative only
if the
Master Servicer has knowledge thereof.
"Master Servicing Fee": With respect to each Mortgage Loan and any
successor REO Loan with respect thereto, the fee payable to the
applicable
Master Servicer pursuant to Section 3.11(a).
"Master Servicing Fee Rate": With respect to each Trust Mortgage
Loan, the per annum rate equal to the sum of the rates set forth
under the
columns "Master Servicing Fee Rate", "Primary Servicing Fee Rate"
and the
"Sub-Servicing Fee Rate" on the Mortgage Loan Schedule, and with
respect to each
Non-Trust Loan, or any successor REO Loan with respect thereto, the
per annum
rate at which any related Master Servicing Fee is permitted to be
calculated
under the related Loan Combination Intercreditor Agreement.
[Notwithstanding the
foregoing, for purposes of determining the amount of servicing
compensation
actually payable to the Master Servicer in respect of the Park La
Brea
Apartments Trust Mortgage Loan pursuant to Section 3.11(a), only
the rate
[(0.01%)] set forth under the column "Master Servicing Fee Rate"
shall be taken
into account.]
"Material Debtor": Any of the following:
(i)
the Trust;
(ii)
each of the Mortgage Loan Sellers;
(iii)
each of the parties to this Agreement;
(iv)
any Servicing Representative that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation AB;
(v)
any Significant Obligor;
(vi)
any Enhancement/Support Provider; and
-51-
(vii)
any other material party contemplated by Item
1100(d)(1) of Regulation AB relating to the relating to the Subject
Securitization Transaction.
"Material Litigant": Any of the following:
(i)
the Trust;
(ii)
each of the Mortgage Loan Sellers;
(iii)
the Depositor;
(iv)
the Trustee;
(v)
each Master Servicer;
(vi)
the Special Servicer;
(vii)
any Servicing Representative that constitutes a
Servicer contemplated by Item 1108(a)(3) of Regulation
AB;
(viii)
any originator of Trust Mortgage Loans contemplated by
Item 1110(b) of Regulation AB; and
(ix)
any other party contemplated by Item 1100(d)(1) of
Regulation AB relating to the Subject Securitization
Transaction.
"Merrill Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of December 1, 2006, between the
Depositor and
MLMLI and relating to the transfer of the Merrill Trust Mortgage
Loans to the
Depositor.
"Merrill Trust Mortgage Loan": Each Trust Mortgage Loan transferred
and assigned to the Depositor pursuant to the Merrill Mortgage Loan
Purchase
Agreement.
"MERS": Mortgage Electronic Registration Systems, Inc. or any
successor thereto.
"MERS Mortgage Loan": Any Mortgage Loan registered with MERS on the
MERS(R) System, as to which MERS is acting as mortgagee, solely as
nominee for
the originator of such Mortgage Loan and its successors and
assigns.
"MERS(R) System": The system of recording transfers of mortgages
electronically maintained by MERS.
"MIN": The Mortgage Identification Number for any MERS Mortgage
Loan.
"Midland": Midland Loan Services, Inc., a Delaware corporation, or
its successor in interest.
"MLMLI": Merrill Lynch Mortgage Lending, Inc. or its successor in
interest.
-52-
"MLPF&S": Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a
Delaware corporation, or its successor in interest.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such Rating Agency nor any successor remains
in existence,
"Moody's" shall be deemed to refer to such other nationally
recognized
statistical rating organization or other comparable Person
designated by the
Depositor, notice of which designation shall be given to the
Trustee, the Master
Servicers, the Special Servicer and any Fiscal Agent, and specific
ratings of
Moody's herein referenced shall be deemed to refer to the
equivalent ratings of
the party so designated.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed
of
trust, deed to secure debt or similar instrument that secures the
Mortgage Note
and creates a lien on the fee or leasehold interest in the related
Mortgaged
Property.
"Mortgage File":
(a)
With respect to any Serviced Trust Mortgage Loan and, in the
case of any Trust Mortgage Loan that is part of a Loan Combination,
also with
respect to the related Non-Trust Loan(s), collectively the
following documents
(which, in the case of a Loan Combination, except for the Mortgage
Notes
referred to in clause (i) of this definition and any modifications
thereof
referred to in clause (vi) of this definition, relate to the entire
Loan
Combination):
(i)
(A) the original executed Mortgage Note for such
Serviced Trust Mortgage Loan, including any power of attorney
related to
the execution thereof (or a lost note affidavit and indemnity with
a copy
of such Mortgage Note attached thereto), together with any and all
intervening endorsements thereon, endorsed on its face or by
allonge
attached thereto (without recourse, representation or warranty,
express or
implied) to the order of LaSalle Bank National Association, as
trustee for
the registered holders of ML-CFC Commercial Mortgage Trust 2006-4,
Commercial Mortgage Pass-Through Certificates, Series 2006-4, or in
blank,
and (B) in the case of a Loan Combination, a copy of the executed
Mortgage
Note for each related Non-Trust Loan;
(ii)
an original or a copy of the Mortgage, together with
originals or copies of any and all intervening assignments thereof,
in
each case (unless not yet returned by the applicable recording
office)
with evidence of recording indicated thereon or certified by the
applicable recording office or, in the case of a MERS Mortgage
Loan, an
original or a copy of the Mortgage, together with any and all
intervening
assignments thereof, in each case (unless not yet returned by the
applicable recording office) with evidence of recording indicated
thereon
or certified by the applicable recording office, with language
noting the
presence of the MIN of such Mortgage Loan and language indicating
that
such Mortgage Loan is a MERS Mortgage Loan;
(iii)
an original or a copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage),
together
with originals or copies of any and all intervening assignments
thereof,
in each case (unless not yet returned by the applicable recording
office)
with evidence of recording indicated thereon or certified by the
applicable recording office or, in the case of a MERS Mortgage
Loan, an
original or copy of any related Assignment of Leases (if such item
is a
document separate from the Mortgage), together with any and all
-53-
intervening assignments thereof, in each case with evidence of
recording
indicated thereon or certified by the applicable recording office,
with
language noting the presence of the MIN of such Mortgage Loan and
language
indicating that such Mortgage Loan is a MERS Mortgage Loan;
(iv)
an original executed assignment, in recordable form
(except for completion of the assignee's name and address, if the
assignment is delivered in blank, and any missing recording
information)
or a certified copy of that assignment as sent for recording, of
(A) the
Mortgage, (B) any related Assignment of Leases (if such item is a
document
separate from the Mortgage) and (C) any other recorded document
relating
to such Serviced Trust Mortgage Loan otherwise included in the
Mortgage
File, in favor of LaSalle Bank National Association, as trustee for
the
registered holders of ML-CFC Commercial Mortgage Trust 2006-4,
Commercial
Mortgage Pass-Through Certificates, Series 2006-4 (or, in the case
of a
Loan Combination, in favor of LaSalle Bank National Association, as
trustee for the registered holders of ML-CFC Commercial Mortgage
Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, and
in its capacity as lead lender on behalf of the holder of the
related
Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage
Loan,
evidence from MERS indicating the Trustee's ownership of such
Mortgage
Loan on the MERS(R) System and the Trustee as the beneficiary of
the
assignment(s) of (a) the Mortgage, (b) any related Assignment of
Leases
(if such item is a document separate from the Mortgage) and (c) any
other
recorded document relating to such Mortgage Loan otherwise included
in the
Mortgage File;
(v)
an original assignment of all unrecorded documents
relating to the subject Trust Mortgage Loan (to the extent not
already
assigned pursuant to clause (iv) above), in favor of LaSalle Bank
National
Association, as trustee for the registered holders of ML-CFC
Commercial
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates,
Series 2006-4 (or, in the case of a Loan Combination, in favor of
LaSalle
Bank National Association, as trustee for the registered holders of
ML-CFC
Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through
Certificates, Series 2006-4, and in its capacity as lead lender on
behalf
of the holder of the related Non-Trust Loan(s)), or in blank or, in
the
case of a MERS Mortgage Loan (to the extent not evidenced pursuant
to
clause (iv) above), evidence from MERS indicating the Trustee's
ownership
of the Mortgage Loan on the MERS(R) System and the Trustee as the
beneficiary of the assignment(s) of unrecorded documents related to
the
Mortgage Loan;
(vi)
originals or copies of any consolidation,
assumption, substitution and modification agreements in those
instances
where the terms or provisions of the Mortgage or Mortgage Note have
been
consolidated or modified or the subject Trust Mortgage Loan has
been
assumed;
(vii)
the original or a copy of the policy or certificate
of lender's title insurance or, if such policy has not been issued
or
located, an original or a copy of an irrevocable, binding
commitment
(which may be a pro forma policy or a marked version of the policy
that
has been executed by an authorized representative of the title
company or
an agreement to provide the same pursuant to binding escrow
instructions
executed by an authorized representative of the title company) to
issue
such title insurance policy;
-54-
(viii)
any filed copies or other evidence of filing of any
prior UCC Financing Statements in favor of the originator of such
Serviced
Trust Mortgage Loan or in favor of any assignee prior to the
Trustee (but
only to the extent the Mortgage Loan Seller had possession of such
UCC
Financing Statements prior to the Closing Date) and, if there is an
effective UCC Financing Statement in favor of the Mortgage Loan
Seller on
record with the applicable public office for UCC Financing
Statements, a
UCC Financing Statement assignment, in form suitable for filing in
favor
of LaSalle Bank National Association, as trustee for the registered
holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial
Mortgage
Pass-Through Certificates, Series 2006-4, as assignee (or, in the
case of
a Loan Combination, in favor of LaSalle Bank National Association,
as
trustee for the registered holders of ML-CFC Commercial Mortgage
Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, and
in its capacity as lead lender on behalf of the holder of the
related
Non-Trust Loan(s)), or in blank or, in the case of a MERS Mortgage
Loan,
evidence from MERS indicating the Trustee's ownership of the
Mortgage Loan
on the MERS(R) System and the Trustee as the beneficiary of any
effective
UCC Financing Statement in favor of the related Mortgage Loan
Seller on
record with the applicable public office for UCC Financing
Statements;
(ix)
an original or a copy of any Ground Lease and any
related ground lessor estoppel or any guaranty;
(x)
an original or a copy of any intercreditor agreement
relating to permitted debt of the Mortgagor (including, in the case
of a
Trust Mortgage Loan that is part of a Loan Combination, any related
Loan
Combination Intercreditor Agreement) and any intercreditor
agreement
relating to mezzanine debt related to the Mortgagor;
(xi)
an original or a copy of any loan agreement, any
escrow or reserve agreement, any security agreement, any management
agreement, any agreed upon procedures letter, any lockbox or cash
management agreements, any environmental reports or any letter of
credit
(which letter of credit shall not be delivered in original form to
the
Trustee but rather to the applicable Master Servicer), in each case
relating to such Serviced Trust Mortgage Loan; and
with respect to a Serviced Trust Mortgage Loan secured by a
hospitality
property, a signed copy of any franchise agreement and/or
franchisor
comfort letter; and
(b)
with respect to the Park La Brea Apartments Trust Mortgage
Loan, the following documents collectively:
(i)
the original executed Mortgage Note for such Trust
Mortgage Loan including any power of attorney related to the
execution
thereof (or a lost note affidavit and indemnity with a copy of such
Mortgage Note attached thereto), together with any and all
intervening
endorsements thereon, endorsed on its face or by allonge attached
thereto
(without recourse, representation or warranty, express or implied)
to the
order of LaSalle Bank National Association, as trustee for the
registered
holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial
Mortgage
Pass-Through Certificates, Series 2006-4, or in blank;
(ii)
an executed copy of the Park La Brea Apartments
Intercreditor Agreement;
-55-
(iii)
an executed copy of the JP 2006-LDP8 Pooling and
Servicing Agreement; and
(iv)
in the case of the Park La Brea Apartments Trust
Mortgage Loan, a copy of the executed Park La Brea Apartments Loan
REMIC
Declaration;
provided that whenever the term "Mortgage File" is used to refer to
documents
actually received by the Trustee or by a Custodian on its behalf,
such term
shall not be deemed to include such documents required to be
included therein
unless they are actually so received, and with respect to any
receipt or
certification by the Trustee or the Custodian for documents
described in clause
(vi) of this definition, shall be deemed to include only such
documents to the
extent the Trustee or Custodian has actual knowledge of their
existence.
"Mortgage Loan": Any Trust Mortgage Loan or any Non-Trust Loan. As
used herein, the term "Mortgage Loan" includes the related Mortgage
Note,
Mortgage and other security documents contained in the related
Mortgage File or
otherwise held on behalf of the Trust and/or any Non-Trust
Noteholder, as
applicable.
"Mortgage Loan Purchase Agreement": Each of the Countrywide
Mortgage
Loan Purchase Agreement, the IXIS Mortgage Loan Purchase Agreement,
the Merrill
Mortgage Loan Purchase Agreement and the PNC Mortgage Loan Purchase
Agreement.
"Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of REMIC I,
respectively,
attached hereto as Schedule I and in a computer readable format.
Such list shall
set forth the following information with respect to each Trust
Mortgage Loan:
(i)
the loan identification number (as specified in
Annex A-1 to the Prospectus);
(ii)
the street address (including city, county, state
and zip code) and name of the related Mortgaged Property;
(iii)
the Cut-off Date Balance;
(iv)
(A) the amount of the Periodic Payment due on the
first Due Date following the Closing Date and (B) the monthly Due
Date;
(v)
the Net Mortgage Rate as of the Cut-off Date and the
original Mortgage Rate;
(vi)
the (A) original term to stated maturity, (B)
remaining term to stated maturity and (C) Stated Maturity Date;
(vii)
the original and remaining amortization term;
(viii)
whether the Trust Mortgage Loan is secured by a
Ground Lease;
(ix)
the Master Servicing Fee Rate;
-56-
(x)
whether such Trust Mortgage Loan is an ARD Loan and
if so the Anticipated Repayment Date and Additional Interest Rate
for such
ARD Loan;
(xi)
the related Mortgage Loan Seller and, if different,
the related originator;
(xii)
whether such Trust Mortgage Loan is insured by an
environmental policy;
(xiii)
whether such Trust Mortgage Loan is cross-defaulted
or cross-collateralized with any other Trust Mortgage Loan;
(xiv)
whether such Trust Mortgage Loan is a Defeasance
Loan;
(xv)
whether the Trust Mortgage Loan is secured by a
letter of credit;
(xvi)
whether payments on such Trust Mortgage Loan are
made to a lock-box;
(xvii)
the amount of any Reserve Funds escrowed in respect
of each Trust Mortgage Loan;
(xviii) the number of days of any grace period permitted in
respect of any Periodic Payment due under such Trust Mortgage Loan;
(xix)
the property type of the related Mortgaged Property
as reported in the rent roll;
(xx)
the original principal balance of such Trust
Mortgage Loan;
(xxi)
the interest accrual basis of such Trust Mortgage
Loan;
(xxii)
the primary servicing fee rate, if any, for such
Trust Mortgage Loan; and
(xxiii) the applicable Loan Group to which the Trust
Mortgage Loan belongs.
"Mortgage Loan Seller": Each of Countrywide, IXIS, MLMLI and PNC.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any rider,
addendum or amendment thereto, or any renewal, substitution or
replacement of
such note.
"Mortgage Pool": Collectively, all of the Trust Mortgage Loans and
any Trust REO Loans. The Non-Trust Loans shall not constitute part
of the
Mortgage Pool.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Stated Maturity Date, the fixed annualized rate, not
including any
Additional Interest Rate, at which interest is scheduled (in the
absence of a
default) to accrue on such Mortgage Loan from time to time in
accordance with
the related Mortgage Note and applicable law; (ii) any Mortgage
Loan after its
Stated Maturity Date, the annualized rate described in clause (i)
above
determined without regard to the passage of such Stated Maturity
Date, but
giving effect to any modification thereof as contemplated by
Section 3.20 or, in
the case of the Park La Brea Apartments Trust Mortgage Loan, any
modification
-57-
thereof pursuant to the JP 2006-LDP8 Pooling and Servicing
Agreement; and (iii)
any REO Loan, the annualized rate described in clause (i) or (ii),
as
applicable, above determined as if the predecessor Mortgage Loan
had remained
outstanding.
"Mortgaged Property": The property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has not signed the related
Mortgage Note but
owns an interest in the related Mortgaged Property, which interest
has been
encumbered to secure such Mortgage Loan, and any Person that has
acquired the
related Mortgaged Property and assumed the obligations of the
original obligor
under the Mortgage Note, but excluding guarantors that do not own
the related
Mortgaged Property.
"Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate
of all
Prepayment Interest Shortfalls incurred in connection with the
receipt of
Principal Prepayments on the Trust Mortgage Loans during the
related Collection
Period, exceeds (b) the aggregate amount deposited by the Master
Servicers in
their respective Collection Accounts for such Distribution Date
pursuant to
Section 3.19(a) in connection with such Prepayment Interest
Shortfalls on the
Trust Mortgage Loans.
"Net Investment Earnings": With respect to each of the Collection
Accounts, the Interest Reserve Account, any Servicing Account, any
Reserve
Account, any REO Account, the Distribution Account, any Loan
Combination
Custodial Account, the Additional Interest Account and the
Gain-on-Sale Reserve
Account, for any Investment Period, the amount, if any, by which
the aggregate
of all interest and other income realized during such Investment
Period on funds
held in such account, exceeds the aggregate of all losses, if any,
incurred
during such Investment Period in connection with the investment of
such funds in
accordance with Section 3.06 (other than losses of what would have
otherwise
constituted interest or other income earned on such funds).
"Net Investment Loss": With respect to each of the Collection
Accounts, any Servicing Account, any Reserve Account, any REO
Account, the
Distribution Account, any Loan Combination Custodial Account, the
Interest
Reserve Account, the Additional Interest Account and the
Gain-on-Sale Reserve
Account, for any Investment Period, the amount by which the
aggregate of all
losses, if any, incurred during such Investment Period in
connection with the
investment of funds held in such account in accordance with Section
3.06 (other
than losses of what would have otherwise constituted interest or
other income
earned on such funds), exceeds the aggregate of all interest and
other income
realized during such Investment Period on such funds.
"Net Mortgage Pass-Through Rate":
(A)
With respect to any Trust Mortgage Loan (or any successor
Trust REO Loan with respect thereto) that accrues (or is deemed to
accrue)
interest on a 30/360 Basis, for any Distribution Date, an annual
rate
equal to the Net Mortgage Rate for such Trust Mortgage Loan as of
the
Closing Date (without regard to any modification, waiver or
amendment of
the terms of such Trust Mortgage Loan subsequent to the Closing
Date); and
-58-
(B)
With respect to any Trust Mortgage Loan (or any successor
Trust REO Loan with respect thereto) that accrues interest on an
Actual/360 Basis, for any Distribution Date, an annual rate equal
to
twelve times a fraction, expressed as a percentage:
(1)
the numerator of which fraction is, subject to
adjustment as described below in this definition, an
amount of interest equal to the product of (a) the
number of days in the calendar month preceding the
month in which such Distribution Date occurs,
multiplied by (b) the Stated Principal Balance of
such Trust Mortgage Loan (or such Trust REO Loan)
immediately preceding such Distribution Date,
multiplied by (c) 1/360, multiplied by (d) the Net
Mortgage Rate for such Trust Mortgage Loan as of the
Closing Date (without regard to any modification,
waiver or amendment of the terms of such Trust
Mortgage Loan subsequent to the Closing Date); and
(2)
the denominator of which fraction is the Stated
Principal Balance of such Trust Mortgage Loan (or
such Trust REO Loan) immediately preceding that
Distribution Date.
Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of
any year
subsequent to 2006, then the amount of interest referred to in the
fractional
numerator described in clause (B)(1) above will be decreased to
reflect any
Interest Reserve Amounts with respect to the subject Trust Mortgage
Loan (or
Trust REO Loan) transferred from the Distribution Account to the
Interest
Reserve Account in such calendar month. Furthermore, if the subject
Distribution
Date occurs during March of any year subsequent to 2006, then the
amount of
interest referred to in the fractional numerator described in
clause (B)(1)
above will be increased to reflect any Interest Reserve Amounts
with respect to
the subject Trust Mortgage Loan (or Trust REO Loan) transferred
from the
Interest Reserve Account to the Distribution Account for
distribution on such
Distribution Date.
"Net Mortgage Rate": With respect to any Trust Mortgage Loan or any
Trust REO Loan, as of any date of determination, a rate per annum
equal to the
related Mortgage Rate minus the sum of the Trustee Fee Rate and the
applicable
Master Servicing Fee Rate and, in the case of the Park La Brea
Apartments Trust
Mortgage Loan or any successor Trust REO Loan with respect thereto,
the JP
2006-LDP8 Servicing Fee Rate; and, with respect to any Non-Trust
Loan or any
successor REO Loan with respect thereto, the related Mortgage Rate
minus the
applicable Master Servicing Fee Rate.
"Net Operating Income" or "NOI": With respect to any Mortgaged
Property, for any twelve-month period, the total operating revenues
derived from
such Mortgaged Property during such period, minus the total
operating expenses
incurred in respect of such Mortgaged Property during such period,
other than
(i) non-cash items such as depreciation, (ii) amortization, (iii)
actual capital
expenditures and (iv) debt service on the related Mortgage Loan.
"New Lease": Any lease of REO Property entered into at the
direction
of the Special Servicer, including any lease renewed, modified or
extended on
behalf of the Trustee for the benefit of the Certificateholders
and, in the case
of a Loan Combination, the related Non-Trust Noteholder(s).
-59-
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance
(including
any Workout-Delayed Reimbursement Amount that subsequently becomes
a
Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance
(including any
Workout-Delayed Reimbursement Amount that subsequently becomes a
Nonrecoverable
Servicing Advance).
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made, including any previously made P&I Advance
that constitutes
a Workout-Delayed Reimbursement Amount, in respect of any Trust
Mortgage Loan or
Trust REO Loan by the applicable Master Servicer, the Trustee or
any Fiscal
Agent, as the case may be, that, as determined by the applicable
Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent, as
the case may
be, in accordance with the Servicing Standard (in the case of the
applicable
Master Servicer or the Special Servicer) or its good faith judgment
(in the case
of the Trustee or any Fiscal Agent) with respect to such P&I
Advance (together
with any accrued and unpaid interest thereon), will not be
ultimately
recoverable from Late Collections, REO Revenues, Insurance Proceeds
or
Liquidation Proceeds, or any other recovery on or with respect to
such Trust
Mortgage Loan or Trust REO Loan (or, in the case of a Trust
Mortgage Loan that
is a part of a Loan Combination, on or with respect to the related
Loan
Combination); provided, however, the Special Servicer may, at its
option, make a
determination (which shall be binding upon the applicable Master
Servicer, the
Trustee and any Fiscal Agent) in accordance with the Servicing
Standard, that
any P&I Advance previously made or proposed to be made, or any
Workout-Delayed
Reimbursement Amount previously made, by the applicable Master
Servicer, the
Trustee or any Fiscal Agent is a Nonrecoverable P&I Advance and
shall deliver
notice of such determination to the applicable Master Servicer, the
Trustee and
any Fiscal Agent. In making a recoverability determination, the
applicable
Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent, as the
case may be, will be entitled to consider (among other things) the
obligations
of the Mortgagor under the terms of the related Mortgage Loan as it
may have
been modified, to consider (among other things) the related
Mortgaged Properties
in their "as is" or then current conditions and occupancies, as
modified by such
Person's assumptions (consistent with the Servicing Standard)
regarding the
possibility and effects of future adverse change with respect to
such Mortgaged
Properties, to estimate and consider (among other things) future
expenses, to
estimate and consider (consistent with the Servicing Standard)
(among other
things) the timing of recoveries, and to consider the existence and
amount of
any outstanding Nonrecoverable Advances the reimbursement of which
is being
deferred pursuant to Section 4.03(f), any outstanding Workout
Delayed
Reimbursement Amounts and any Unliquidated Advances. In addition,
the applicable
Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent, as the
case may be, may update or change its recoverability determinations
at any time
and, consistent with the Servicing Standard, may obtain from the
Special
Servicer any reasonably required analysis, Appraisals or market
value estimates
or other information in the Special Servicer's possession for such
purposes.
Absent bad faith, the applicable Master Servicer's, the Special
Servicer's, the
Trustee's or any Fiscal Agent's determination as to the
recoverability of any
P&I Advance shall be conclusive and binding on the
Certificateholders. The
Trustee and any Fiscal Agent shall be entitled to conclusively rely
on any
determination by the applicable Master Servicer that any P&I
Advance constitutes
a Nonrecoverable P&I Advance, and the applicable Master
Servicer, the Trustee
and any Fiscal Agent shall be entitled to conclusively rely on any
determination
by the Special Servicer that any P&I Advance constitutes a
Nonrecoverable P&I
Advance and shall be required to act in accordance with such
determination;
provided that, no party hereto may reverse any determination made
by another
party hereto that a P&I Advance is a Nonrecoverable Advance.
-60-
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made, including any previously made
Servicing Advance
that constitutes a Workout-Delayed Reimbursement Amount, in respect
of a
Serviced Mortgage Loan or Serviced REO Loan by the applicable
Master Servicer,
the Special Servicer, the Trustee or any Fiscal Agent, as the case
may be, that,
as determined by the applicable Master Servicer, the Special
Servicer, the
Trustee or any Fiscal Agent, as the case may be, in accordance with
the
Servicing Standard (in the case of the applicable Master Servicer
or the Special
Servicer) or its good faith judgment (in the case of the Trustee or
any Fiscal
Agent) with respect to such Servicing Advance (together with any
accrued and
unpaid interest thereon), will not be ultimately recoverable from
Late
Collections, REO Revenues, Insurance Proceeds, Liquidation
Proceeds, or any
other recovery on or in respect of such Mortgage Loan or the
related REO
Property; provided, however, the Special Servicer may, at its
option, make a
determination (which shall be binding upon the applicable Master
Servicer, the
Trustee and any Fiscal Agent) in accordance with the Servicing
Standard, that
any Servicing Advance previously made or proposed to be made, or
any
Workout-Delayed Reimbursement Amount previously made, by the
applicable Master
Servicer, the Trustee or any Fiscal Agent is a Nonrecoverable
Servicing Advance
and shall deliver notice of such determination to the applicable
Master
Servicer, the Trustee and any Fiscal Agent. In making a
recoverability
determination, the applicable Master Servicer, the Special
Servicer, the Trustee
or any Fiscal Agent, as the case may be, will be entitled to
consider (among
other things) the obligations of the Mortgagor under the terms of
the related
Mortgage Loan as it may have been modified, to consider (among
other things) the
related Mortgaged Properties in their "as is" or then current
conditions and
occupancies, as modified by such party's assumptions (consistent
with the
Servicing Standard) regarding the possibility and effects of future
adverse
change with respect to such Mortgaged Properties, to estimate and
consider
(among other things) future expenses and to estimate and consider
(consistent
with the Servicing Standard) (among other things) the timing of
recoveries, and
to consider the existence and amount of any outstanding
Nonrecoverable Advances
the reimbursement of which is being deferred pursuant to Section
4.03(f), any
outstanding Workout Delayed Reimbursement Amounts and any
Unliquidated Advances.
In addition, the applicable Master Servicer, the Special Servicer,
the Trustee
or any Fiscal Agent, as the case may be, may update or change its
recoverability
determinations at any time and, consistent with the Servicing
Standard, may
obtain from the Special Servicer any reasonably required analysis,
Appraisals or
market value estimates or other information in the Special
Servicer's possession
for such purposes. Absent bad faith, the applicable Master
Servicer's, the
Special Servicer's, the Trustee's or any Fiscal Agent's
determination as to the
recoverability of any Servicing Advance shall be conclusive and
binding on the
Certificateholders. The Trustee and any Fiscal Agent shall be
entitled to
conclusively rely on any determination by the applicable Master
Servicer that
any Servicing Advance constitutes a Nonrecoverable Servicing
Advance, and the
applicable Master Servicer, the Trustee and any Fiscal Agent shall
be entitled
to conclusively rely on any determination by the Special Servicer
that any
Servicing Advance constitutes a Nonrecoverable Servicing Advance
and shall be
required to act in accordance with such determination; provided
that, no party
hereto may reverse any determination made by another party hereto
that a
Servicing Advance is a Nonrecoverable Advance.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class XC, Class E, Class F, Class G, Class H,
Class J, Class
K, Class L, Class M, Class N, Class P, Class Q, Class S, Class R-I
or Class R-II
Certificate.
"Non-Trust Loan" Any B-Note Non-Trust Loan or the Park La Brea
Apartments Pari Passu Non-Trust Loan, as the case may be.
-61-
"Non-Trust Noteholder": The holder of a Non-Trust Loan.
"Non-United States Securities Person": Any Person other than a
United States Securities Person.
"Non-United States Tax Person": Any Person other than a United
States Tax Person.
"Notional Amount": With respect to the Class XC Certificates, the
Class XC Notional Amount; and with respect to the Class XP
Certificates, the
Class XP Notional Amount.
"Officer's Certificate": A certificate signed by a Servicing
Officer
of either Master Servicer or the Special Servicer, as the case may
be, or by a
Responsible Officer of the Trustee.
"Opinion of Counsel": A written opinion of counsel (which counsel
may be a salaried counsel for the Depositor, the applicable Master
Servicer or
the Special Servicer) acceptable to and delivered to the Trustee or
the
applicable Master Servicer, as the case may be, except that any
opinion of
counsel relating to (a) the qualification of the Loan REMIC, REMIC
I or REMIC II
as a REMIC; (b) the qualification of any of Grantor Trust A-2FL,
Grantor AJ-FL
or Grantor Trust E as a grantor trust; (c) compliance with REMIC
Provisions; or
(d) the resignation of either Master Servicer or the Special
Servicer pursuant
to Section 6.04 must be an opinion of counsel who is in fact
Independent of the
applicable Master Servicer, the Special Servicer or the Depositor,
as
applicable.
"Option Holder": As defined in Section 3.18(c).
"Option Price": As defined in Section 3.18(c).
"Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the Class A-2FL REMIC II Regular
Interest or the
Class AJ-FL REMIC II Regular Interest, the initial Class Principal
Balance
thereof as of the Closing Date, in each case as specified in the
Preliminary
Statement. The Class A-2FL Certificates and the Class A-2FL REMIC
II Regular
Interest will have the same Original Class Principal Balance, and
the Class
AJ-FL Certificates and the Class AJ-FL REMIC II Regular Interest
will have the
same original class Principal Balance.
"Original Class XC Notional Amount": $4,522,709,000.
"Original Class XP Notional Amount": $4,426,243,000.
"Original Notional Amount": The Original Class XC Notional Amount
or
the Original Class XP Notional Amount, as applicable.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any
other
interest therein, whether direct or indirect, legal or beneficial,
as owner or
as pledgee.
"Pass-Through Rate": (i) With respect to each of the Class A-1,
Class A-2, Class A-3, Class A-SB, Class A-1A, Class AM and Class AJ
Certificates, the Class A-2FL REMIC II Regular
-62-
Interest and the Class AJ-FL REMIC II Regular Interest for any
Distribution
Date, the rate specified in the following table:
Pass
Class
Through Rate
-----------------------------------------
A-1
3.642%
A-2
5.112%
A-3
5.172%
A-2FL*
4.949%
A-SB
5.133%
A-1A
5.166%
AM
5.204%
AJ
5.239%
AJ-FL*
5.147%
* REMIC II Regular Interest
(ii)
With respect to each of the Class B, Class C, Class D, Class
E, Class F, Class K, Class L, Class M, Class N, Class P, Class Q
and Class S
Certificates for any Distribution Date, a per annum rate equal to
the lesser of
(a) the per annum rate specified for such Class in the following
table and (b)
the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date:
Pass Through Rate
(Subject to Weighted Average Net
Class
Mortgage Rate)
------------------------------------------------------------
Class B
5.303%
Class C
5.324%
Class D
5.354%
Class E
5.393%
Class F
5.452%
Class K
4.923%
Class L
4.923%
Class M
4.923%
Class N
4.923%
Class P
4.923%
Class Q
4.923%
Class S
4.923%
(iii)
With respect to each of the Class G, Class H and Class J
Certificates for any Distribution Date, the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date minus the percentage
specified for
such Class in the following table:
-63-
Margin Subtracted
From Weighted Average
Class
Net Mortgage Pass-Through Rate
------------------------------------------------------------
Class G
0.355%
Class H
0.276%
Class J
0.079%
(iv)
With respect to the Class XC Certificates, for any
Distribution Date, a rate equal to the weighted average of the
Class XC Strip
Rates for the Class XC Components for such Distribution Date
(weighted on the
basis of the respective Component Notional Amounts of such
Components
outstanding immediately prior to such Distribution Date).
(v)
With respect to the Class XP Certificates, for any
Distribution Date, a rate equal to the weighted average of the
Class XP Strip
Rates for the Class XP Components for such Distribution Date
(weighted on the
basis of the respective Component Notional Amounts of such
Components
outstanding immediately prior to such Distribution Date).
(vi)
with respect to the Class A-2FL Certificates, (A) for any
Distribution Date with respect to which a Class A-2FL Distribution
Conversion
does not exist, the per annum rate, expressed as a percentage,
equal to the
applicable value of LIBOR specified in or calculated in accordance
with Section
1.03, plus 0.120% per annum, and (B) for any Distribution Date with
respect to
which a Class A-2FL Distribution Conversion does exist, the
Pass-Through Rate
for the Class A-2FL REMIC II Regular Interest for that Distribution
Date; and
(vii)
with respect to the Class AJ-FL Certificates, (A) for any
Distribution Date with respect to which a Class AJ-FL Distribution
Conversion
does not exist, the per annum rate, expressed as a percentage,
equal to the
applicable value of LIBOR specified in or calculated in accordance
with Section
1.03, plus 0.240% per annum, and (B) for any Distribution Date with
respect to
which a Class AJ-FL Distribution Conversion does exist, the
Pass-Through Rate
for the Class AJ-FL REMIC II Regular Interest for that Distribution
Date.
"Park La Brea Apartments Intercreditor Agreement": The A Notes
Intercreditor Agreement, dated September 28, 2006, between the
Trust Fund as
holder of the Park La Brea Apartments Trust Mortgage Loan and the
related
Non-Trust Noteholders.
"Park La Brea Apartments Loan Combination": Collectively, the Park
La Brea Apartments Trust Mortgage Loan and the Park La Brea
Apartments Pari
Passu Non-Trust Loan. The term "Park La Brea Apartments Loan
Combination" shall
include any successor REO Loans with respect to the Park La Brea
Apartments
Trust Mortgage Loan and the Park La Brea Apartments Pari Passu
Non-Trust Loan.
"Park La Brea Apartments Loan REMIC Declaration": That certain
REMIC
Declaration made September 28, 2006, by IXIS with respect to the
Park La Brea
Apartments Trust Mortgage Loan and certain related assets.
"Park La Brea Apartments Mortgaged Property": The Mortgaged
Property
identified on the Mortgage Loan Schedule as The Park La Brea
Apartments.
-64-
"Park La Brea Apartments Pari Passu Non-Trust Loan": The Mortgage
Loan that is secured by the same Mortgage encumbering the Park La
Brea
Apartments Mortgaged Property as the Park La Brea Apartments Trust
Mortgage Loan
and pari passu in right of payment and other respects to the Park
La Brea
Apartments Trust Mortgage Loan.
"Park La Brea Apartments Pari Passu Noteholder": The holder of the
Park La Brea Apartments Pari Passu Non-Trust Loan.
"Park La Brea Apartments REO Property": With respect to the Park La
Brea Apartments Loan Combination, the related Loan Combination REO
Property.
"Park La Brea Apartments Trust Mortgage Loan": The Trust Mortgage
Loan secured by the Park La Brea Apartments Mortgaged Property and
included in
the Trust Fund.
"P&I Advance": As to any Trust Mortgage Loan or Trust REO Loan,
any
advance made by the applicable Master Servicer, the Trustee or any
Fiscal Agent
pursuant to Section 4.03.
"P&I Advance Date": The Business Day immediately preceding each
Distribution Date.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Interest": With respect to any Mortgage Loan (or any
successor REO Loan with respect thereto), any amounts collected
thereon, other
than late payment charges, Additional Interest, Prepayment Premiums
or Yield
Maintenance Charges, that represent penalty interest (arising out
of a default)
in excess of interest on such Mortgage Loan (or such successor REO
Loan) accrued
at the related Mortgage Rate.
"Percentage Interest": With respect to any Regular Certificate or
any Class A-2FL Certificate or Class AJ-FL Certificate, the portion
of the
relevant Class evidenced by such Certificate, expressed as a
percentage, the
numerator of which is the Certificate Principal Balance or
Certificate Notional
Amount, as the case may be, of such Certificate as of the Closing
Date, as
specified on the face thereof, and the denominator of which is the
Original
Class Principal Balance or Original Notional Amount, as the case
may be, of the
relevant Class. With respect to a Residual Certificate, the
percentage interest
in distributions to be made with respect to the relevant Class, as
stated on the
face of such Certificate.
"Performance Certification": As defined in Section 8.16(b).
"Performing Mortgage Loan": Any Corrected Mortgage Loan and any
Mortgage Loan as to which a Servicing Transfer Event has never
occurred.
"Performing Party": As defined in Section 8.16(b).
"Periodic Payment": With respect to any Mortgage Loan as of any Due
Date, the scheduled payment of principal and/or interest on such
Mortgage Loan
(exclusive of Additional Interest), including any Balloon Payment,
that is
actually payable by the related Mortgagor from time to time under
the terms of
the related Mortgage Note (as such terms may be changed or modified
in
connection with a bankruptcy or similar proceeding involving the
related
Mortgagor or by reason of a
-65-
modification, waiver or amendment granted or agreed to by the
Special Servicer
pursuant to Section 3.20) or, in the case of the Park La Brea
Apartments Trust
Mortgage Loan, by the JP 2006-LDP8 Applicable Servicer pursuant to
the JP
2006-LDP8 Pooling and Servicing Agreement.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of
the Trustee or
one of its Affiliates if otherwise qualifying hereunder):
(i)
direct obligations of, or obligations fully
guaranteed as to timely payment of principal and interest by, the
United
States or any agency or instrumentality thereof (having original
maturities of not more than 365 days), provided such obligations
are
backed by the full faith and credit of the United States; such
obligations
must be limited to those instruments that have a predetermined
fixed
dollar amount of principal due at maturity that cannot vary or
change.
Interest may either be fixed or variable; if such interest is
variable,
interest must be tied to a single interest rate index plus a single
fixed
spread (if any), and move proportionately with that index; in
addition,
such obligations may not have a rating from S&P with an "r"
highlighter;
(ii)
repurchase agreements or obligations with respect to
any security described in clause (i) above (having original
maturities of
not more than 365 days), provided that the short-term deposit or
debt
obligations, of the party agreeing to repurchase such obligations
are
rated in the highest rating categories of each of S&P and
Moody's or such
lower rating as will not result in an Adverse Rating Event, as
evidenced
in writing by the Rating Agencies; in addition, it may not have a
rating
from S&P with an "r" highlighter and its terms must have a
predetermined
fixed dollar amount of principal due at maturity that cannot vary
or
change; interest may either be fixed or variable; if such interest
is
variable, interest must be tied to a single interest rate index
plus a
single fixed spread (if any), and move proportionately with that
index;
(iii)
federal funds, unsecured uncertified certificates of
deposit, time deposits, demand deposits and bankers' acceptances of
any
bank or trust company organized under the laws of the United States
or any
state thereof (having original maturities of not more than 365
days), the
short term obligations of which are rated in the highest rating
categories
of each of S&P and Moody's or such lower rating as will not
result in an
Adverse Rating Event, as evidenced in writing by the Rating
Agencies; in
addition, it may not have a rating from S&P with an "r"
highlighter and
its terms should have a predetermined fixed dollar amount of
principal due
at maturity that cannot vary or change; interest may either be
fixed or
variable; if such interest is variable, interest must be tied to a
single
interest rate index plus a single fixed spread (if any), and move
proportionately with that index;
(iv)
commercial paper (including both non-interest
bearing discount obligations and interest-bearing obligations and
having
original maturities of not more than 365 days) of any corporation
or other
entity organized under the laws of the United States or any state
thereof
which is rated in the highest rating category of each of S&P
and Moody's
or such lower rating as will not result in an Adverse Rating Event,
as
evidenced in writing by the Rating Agencies; the commercial paper
by its
terms must have a predetermined fixed dollar amount of principal
due at
maturity that cannot vary or change; in addition, it may not have a
rating
from S&P with an "r" highlighter; interest may either be fixed
or
variable; if such interest is variable,
-66-
interest must be tied to a single interest rate index plus a single
fixed
spread (if any), and move proportionately with that index;
(v)
money market funds which are rated in the highest
applicable rating category of each of S&P and Moody's or such
lower rating
as will not result in an Adverse Rating Event, as evidenced in
writing by
the Rating Agencies; in addition, it may not have a rating from
S&P with
an "r" highlighter and its terms must have a predetermined fixed
dollar
amount of principal due at maturity that cannot vary or change; and
(vi)
any other obligation or security acceptable to each
Rating Agency, evidence of which acceptability shall be provided in
writing by each Rating Agency to the applicable Master Servicer,
the
Special Servicer and the Trustee;
provided that (1) no investment described hereunder shall evidence
either the
right to receive (x) only interest with respect to such investment
or (y) a
yield to maturity greater than 120% of the yield to maturity at par
of the
underlying obligations; and (2) no investment described hereunder
may be
purchased at a price greater than par if such investment may be
prepaid or
called at a price less than its purchase price prior to stated
maturity.
"Permitted Transferee": Any Transferee that is not (i) a
Disqualified Organization, (ii) any Person as to whom the transfer
of any
Residual Certificate may cause any of the Loan REMIC, REMIC I or
REMIC II to
fail to qualify as a REMIC, (iii) a Disqualified Non-United States
Tax Person,
(iv) a Disqualified Partnership or (v) a foreign permanent
establishment or
fixed base (within the meaning of any applicable income tax treaty
between the
United States and any foreign jurisdiction) of a United States Tax
Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(c).
"Plurality Residual Certificateholder": As to any taxable year of
the Loan REMIC, REMIC I or REMIC II, the Holder of Certificates
holding the
largest Percentage Interest of the related Class of Residual
Certificates.
"Plurality Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates of the Controlling
Class (or,
if the Controlling Class consists of Book-Entry Certificates, any
single
Certificate Owner) (other than any Holder (or Certificate Owner, as
the case may
be) which is an Affiliate of the Depositor or a Mortgage Loan
Seller) with the
largest percentage of Voting Rights allocated to such Class. With
respect to
determining the Plurality Subordinate Certificateholder, the Class
A Senior
Certificates collectively shall be deemed to be a single Class of
Certificates,
with such Voting Rights allocated among the Holders of Certificates
(or
Certificate Owners) of such Classes of Class A Senior Certificates
in proportion
to the respective Certificate Principal Balances of such
Certificates as of such
date of determination.
"PNC": PNC Bank, National Association, a national banking
association, or its successor in interest.
-67-
"PNC Mortgage Loan Purchase Agreement": That certain mortgage loan
purchase agreement, dated as of December 1, 2006, between the
Depositor and PNC
and relating to the transfer of the PNC Trust Mortgage Loans to the
Depositor.
"PNC Trust Mortgage Loan": Each Trust Mortgage Loan transferred and
assigned to the Depositor pursuant to the PNC Mortgage Loan
Purchase Agreement.
"Pool REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on
behalf of the
Trustee in trust for the Certificateholders, which shall be
entitled "LNR
Partners, Inc., as Special Servicer, for LaSalle Bank National
Association, as
trustee in trust for the registered holders of ML-CFC Commercial
Mortgage Trust
2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4".
"Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on
the
Certificates for federal income tax purposes, (i) each Trust ARD
Loan is repaid
on its Anticipated Repayment Date, (ii) no Trust Mortgage Loan will
otherwise be
paid prior to maturity and (iii) there will be no extension of
maturity for any
Trust Mortgage Loan.
"Prepayment Interest Excess": With respect to: (a) any Serviced
Mortgage Loan that was subject to a voluntary Principal Prepayment
in full or in
part during any Collection Period, which Principal Prepayment was
applied to
such Mortgage Loan following such Mortgage Loan's Due Date in such
Collection
Period, the amount of interest (net of the related Master Servicing
Fee and, if
applicable, any Additional Interest and Penalty Interest) accrued
on the amount
of such Principal Prepayment during the period from and after such
Due Date and
to but not including the date such Principal Prepayment was applied
to such
Mortgage Loan, to the extent collected (without regard to any
related Prepayment
Premium or Yield Maintenance Charge actually collected); and (b)
and the Park La
Brea Apartments Trust Mortgage Loan, if it was subject to a
voluntary Principal
Prepayment in full or in part, which Principal Prepayment was
applied to such
Mortgage Loan following such Mortgage Loan's Due Date in the
applicable
Collection Period, the amount of interest (net of the related
Master Servicing
Fee, the JP Series 2006-LDP8 Servicing Fee and, if applicable, any
Additional
Interest and Penalty Interest) accrued on the amount of such
Principal
Prepayment during the period from and after such Due Date to but
not including
the date such Principal Prepayment was applied to such Mortgage
Loan, to the
extent collected by, and to the extent received from, the JP Series
2006-LDP8
Master Servicer.
"Prepayment Interest Shortfall": With respect to: (a) any Serviced
Mortgage Loan that was subject to a voluntary Principal Prepayment
in full or in
part during any Collection Period, which Principal Prepayment was
applied to
such Mortgage Loan prior to such Mortgage Loan's Due Date in such
Collection
Period, the amount of interest, to the extent not collected from
the related
Mortgagor (without regard to any Prepayment Premium or Yield
Maintenance Charge
actually collected), that would have accrued (at a rate per annum
equal to the
sum of (x) the related Net Mortgage Rate for such Mortgage Loan and
(y) the
Trustee Fee Rate) on the amount of such Principal Prepayment during
the period
commencing on the date as of which such Principal Prepayment was
applied to such
Mortgage Loan and ending on the day immediately preceding such Due
Date,
inclusive (net of any portion of that interest that would have
constituted
Penalty Interest and/or Additional Interest, if applicable); and
(b) the Park La
Brea Apartments Trust Mortgage Loan, if it was subject to a
voluntary Principal
Prepayment in full or in part during any Collection Period, which
Principal
Prepayment was applied to such Mortgage
-68-
Loan prior to such Mortgage Loan's Due Date in such Collection
Period, the
amount of interest, to the extent not collected from the related
Mortgagor by,
and received from, the JP 2006-LDP8 Master Servicer (without regard
to any
Prepayment Premium or Yield Maintenance Charge actually collected),
that would
have accrued (at a rate per annum equal to the sum of (x) the
related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate)
on the amount
of such Principal Prepayment during the period commencing on the
date as of
which such Principal Prepayment was applied to such Mortgage Loan
and ending on
the day immediately preceding such Due Date, inclusive (net of any
portion of
that interest that would have constituted Penalty Interest and/or
Additional
Interest, if applicable).
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires,
by a
Mortgagor in connection with a Principal Prepayment.
"Primary Collateral": The Mortgaged Property directly securing a
Crossed Loan and excluding any property as to which the related
lien may only be
foreclosed upon by exercise of cross-collateralization provisions.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change
from time to
time. If The Wall Street Journal ceases to publish the "prime
rate", then the
Master Servicers (or, if the Master Servicers fail to agree, the
Trustee) shall
select an equivalent publication that publishes such "prime rate";
and if such
"prime rate" is no longer generally published or is limited,
regulated or
administered by a governmental or quasi-governmental body, then the
Master
Servicers (or, if the Master Servicers fail to agree, the Trustee)
shall agree
on and select a comparable interest rate index. Any such selection
shall be made
in the reasonable discretion of the party(ies) making the
selection, which
party(ies) shall notify the Trustee and the Special Servicer in
writing of its
(their) selection.
"Principal Distribution Amount": With respect to any Distribution
Date, the aggregate of the following (without duplication):
(a)
the aggregate of the principal portions of all Periodic
Payments (other than Balloon Payments) and any Assumed Periodic
Payments due or
deemed due in respect of the Trust Mortgage Loans for their
respective Due Dates
occurring during the related Collection Period, to the extent paid
by the
related Mortgagor during or prior to, or otherwise received during,
the related
Collection Period or advanced with respect to such Distribution
Date;
(b)
the aggregate of all Principal Prepayments received on the
Trust Mortgage Loans during the related Collection Period;
(c)
with respect to any Trust Mortgage Loan as to which the
related Stated Maturity Date occurred during or prior to the
related Collection
Period, any payment of principal (other than a Principal
Prepayment) made by or
on behalf of the related Mortgagor during the related Collection
Period
(including any Balloon Payment), net of any portion of such payment
that
represents a recovery of the principal portion of any Periodic
Payment (other
than a Balloon Payment) due, or the principal portion of any
Assumed Periodic
Payment deemed due, in respect of such Trust Mortgage Loan on a Due
Date during
or prior to the related Collection Period and included as part of
the Principal
-69-
Distribution Amount for such Distribution Date or any prior
Distribution Date
pursuant to clause (a) above;
(d)
the aggregate of all Liquidation Proceeds, Insurance
Proceeds and, to the extent not otherwise included in clause (a),
(b) or (c)
above, payments and revenues that were received on the Trust
Mortgage Loans
during the related Collection Period and that were identified and
applied by the
Master Servicers and/or the Special Servicer (or, in the case of
the Park La
Brea Apartments Trust Mortgage Loan, if applicable, by the JP
2006-LDP8
Applicable Servicer) as recoveries of principal of the Trust
Mortgage Loans, in
each case net of any portion of such amounts that represents a
recovery of the
principal portion of any Periodic Payment (other than a Balloon
Payment) due, or
of the principal portion of any Assumed Periodic Payment deemed
due, in respect
of the related Trust Mortgage Loan on a Due Date during or prior to
the related
Collection Period and included as part of the Principal
Distribution Amount for
such Distribution Date or any prior Distribution Date pursuant to
clause (a)
above;
(e)
with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Periodic Payments deemed due in
respect of the
related Trust REO Loans for their respective Due Dates occurring
during the
related Collection Period to the extent received (in the form of
REO Revenues or
otherwise) during the related Collection Period or advanced with
respect to such
Distribution Date;
(f)
with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
received
during the related Collection Period on such REO Properties and
that were
identified and applied by the Master Servicers and/or the Special
Servicer (or,
in the case of the Park La Brea Apartments Trust Mortgage Loan, if
applicable,
by the JP 2006-LDP8 Applicable Servicer) as recoveries of principal
of the
related Trust REO Loans, in each case net of any portion of such
amounts that
represents a recovery of the principal portion of any Periodic
Payment (other
than a Balloon Payment) due, or of the principal portion of any
Assumed Periodic
Payment deemed due, in respect of the related Trust REO Loan or the
predecessor
Trust Mortgage Loan on a Due Date during or prior to the related
Collection
Period and included as part of the Principal Distribution Amount
for such
Distribution Date or any prior Distribution Date pursuant to clause
(a) or (e)
above; and
(g)
if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal
Distribution Amount for
the immediately preceding Distribution Date, over the aggregate
distributions of
principal made on the Sequential Pay Certificates (exclusive of the
Class A-2FL
Certificates and the Class AJ-FL Certificates), the Class A-2FL
REMIC II Regular
Interest and the Class AJ-FL REMIC II Regular Interest on such
immediately
preceding Distribution Date pursuant to Section 4.01;
provided that if any Nonrecoverable Advance or Workout-Delayed
Reimbursement
Amount is reimbursed, or interest on any Nonrecoverable Advance is
paid, from
collections on the Mortgage Pool received during the related
Collection Period
that are allocable as principal, as provided in Section 1.02(a),
then the
Principal Distribution Amount for the subject Distribution Date
shall be reduced
(to not less than zero) as and to the extent provided in Section
1.02(b); and
provided, further, that if any Recovered Amounts are received
during the related
Collection Period, then the Principal Distribution
-70-
Amount for the subject Distribution Date shall be increased as and
to the extent
provided in Section 1.02(c).
Any allocation of the Principal Distribution Amount between Loan
Group 1 and Loan Group 2 for purposes of calculating the Loan Group
1 Principal
Distribution Amount and the Loan Group 2 Distribution Amount shall
take into
account Section 1.02.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan that is received in advance of its
scheduled Due
Date; and provided that it shall not include a payment of principal
that is
accompanied by an amount of interest representing scheduled
interest due on any
date or dates in any month or months subsequent to the month of
prepayment.
"Principal Recovery Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer
out of
certain related recoveries pursuant to the third paragraph of
Section 3.11(c).
"Principal Recovery Fee Rate": With respect to all amounts set
forth
in the third paragraph of Section 3.11(c), 1.0%.
"Privileged Person": Any Certificateholder, any Certificate Owner,
any prospective transferee of a Certificate or interest therein,
any Rating
Agency, any Mortgage Loan Seller, any Non-Trust Noteholder, any
Underwriter or
any party hereto; provided that no Certificate Owner or prospective
transferee
of a Certificate or an interest therein shall be considered a
"Privileged
Person" or be entitled to a password or restricted access as
contemplated by
Section 3.15 unless such Person has delivered to the Trustee or the
applicable
Master Servicer, as the case may be, a certification in the form of
Exhibit I-1
or Exhibit I-2 (or such other form as may be reasonably acceptable
to the
Trustee or the applicable Master Servicer, as the case may be), as
the case may
be.
"Proposed Plan": As defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated September 13, 2006, as
supplemented by the Prospectus Supplement, relating to the
Registered
Certificates.
"Prospectus Supplement": The final prospectus supplement dated
December 1, 2006, of the Depositor relating to the registration of
the
Registered Certificates under the Securities Act.
"Purchase Option": As defined in Section 3.18(c).
"Purchase Option Notice": As defined in Section 3.18(e).
"Purchase Price": With respect to any Trust Mortgage Loan (or Trust
REO Loan), a cash price equal to the outstanding principal balance
of such Trust
Mortgage Loan (or Trust REO Loan) as of the date of purchase,
together with (a)
all accrued and unpaid interest on such Trust Mortgage Loan (or
Trust REO Loan)
at the related Mortgage Rate (other than Additional Interest) to
but not
including the Due Date in the Collection Period of purchase, (b)
any accrued
interest on P&I Advances (other than Unliquidated Advances in
respect of prior
P&I Advances) made with respect to such Trust Mortgage Loan (or
Trust REO Loan),
(c) all related and unreimbursed (from collections on such Trust
Mortgage Loan
and, if such Trust Mortgage Loan is part of a Loan Combination, any
related
Non-Trust Loan (or
-71-
Trust REO Loan and, if such Trust REO Loan is a successor to a
Trust Mortgage
Loan that is part of a Loan Combination, any related REO Loan that
is a
successor to a related Non-Trust Loan)) Servicing Advances
(together with
Unliquidated Advances) plus any accrued and unpaid interest thereon
(other than
on Unliquidated Advances), (d) any reasonable costs and expenses,
including, but
not limited to, the cost of any enforcement action (including
reasonable legal
fees), incurred by the applicable Master Servicer, the Special
Servicer or the
Trust Fund in connection with any such purchase by a Mortgage Loan
Seller (to
the extent not included in clause (c) above) and Principal Recovery
Fees payable
(to the extent payable pursuant to Section 3.11(c)) with respect to
such Trust
Mortgage Loan (or Trust REO Loan), and (e) any other Additional
Trust Fund
Expenses in respect of such Trust Mortgage Loan (or Trust REO Loan)
(including
any Additional Trust Fund Expenses (which includes Special
Servicing Fees and
Workout Fees) previously reimbursed or paid by the Trust Fund but
not so
reimbursed by the related Mortgagor or from related Insurance
Proceeds or
Liquidation Proceeds); provided that the Purchase Price shall not
be reduced by
any outstanding P&I Advance.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer" or "QIB": A "qualified
institutional
buyer" within the meaning of Rule 144A under the Securities Act.
"Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the
relevant
jurisdiction (i) with a minimum claims paying ability rating of at
least "A" by
S&P and "A3" by Moody's (or the obligations of which are
guaranteed or backed by
a company having such a claims paying ability) and (ii) with
respect to the
fidelity bond and errors and omissions Insurance Policy required to
be
maintained pursuant to Section 3.07(c), an insurance company that
has a claims
paying ability rated no lower than two rating categories (without
regard to
pluses or minuses or numerical qualifications) below the rating
assigned to the
then highest rated outstanding Certificate, but in no event lower
than "A-" by
S&P and "A3" by Moody's (or the obligations of which are
guaranteed or backed by
a company having such a claims paying ability) or, in the case of
clauses (i)
and (ii), such other rating as each Rating Agency shall have
confirmed in
writing will not result in an Adverse Rating Event.
"Qualified Substitute Mortgage Loan": A mortgage loan which must,
on
the date of substitution: (i) have an outstanding principal
balance, after
application of all scheduled payments of principal and interest due
during or
prior to the month of substitution, not in excess of the Stated
Principal
Balance of the deleted Trust Mortgage Loan as of the Due Date in
the calendar
month during which the substitution occurs; (ii) have a Mortgage
Rate not less
than the Mortgage Rate of the deleted Trust Mortgage Loan; (iii)
have the same
Due Date as and a grace period no longer than the deleted Trust
Mortgage Loan;
(iv) accrue interest on the same basis as the deleted Trust
Mortgage Loan (for
example, on the basis of a 360-day year consisting of twelve 30-day
months); (v)
have a remaining term to stated maturity not greater than, and not
more than two
years less than, the remaining term to stated maturity of the
deleted Trust
Mortgage Loan; (vi) have a then current Loan-to-Value Ratio not
higher than that
of the deleted Trust Mortgage Loan and a current Loan-to-Value
Ratio not higher
than the then current Loan-to-Value Ratio of the deleted Trust
Mortgage Loan;
(vii) comply as of the date of substitution with all of the
representations and
warranties set forth in the applicable Mortgage Loan Purchase
Agreement; (viii)
have an Environmental Assessment that indicates no adverse
environmental
conditions and an engineering report that indicates no adverse
physical
condition with respect to the related Mortgaged Property and which
will be
delivered as a part of the related Mortgage File; (ix) have
-72-
a current Debt Service Coverage Ratio of not less than the greater
of the
original Debt Service Coverage Ratio of the deleted Trust Mortgage
Loan and the
current Debt Service Coverage Ratio of the deleted Trust Mortgage
Loan; (x) be
determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's
expense) to be a "qualified replacement mortgage" within the
meaning of Section
860G(a)(4) of the Code; (xi) not have a maturity date after the
date two years
prior to the Rated Final Distribution Date; (xii) not be
substituted for a
deleted Trust Mortgage Loan unless the Trustee has received prior
confirmation
in writing by each Rating Agency that such substitution will not
result in an
Adverse Rating Event (the cost, if any, of obtaining such
confirmation to be
paid by the applicable Mortgage Loan Seller); (xiii) have a date of
origination
that is not more than 12 months prior to the date of substitution;
(xiv) have
been approved by the Controlling Class Representative (or, if there
is no
Controlling Class Representative then serving, by the Holders of
Certificates
representing a majority of the Voting Rights allocated to the
Controlling
Class), which approval may not be unreasonably withheld or delayed;
(xv) not be
substituted for a deleted Trust Mortgage Loan if it would result in
the
termination of the REMIC status of any of the REMICs established
under this
Agreement or the imposition of tax on any of such REMICs other than
a tax on
income expressly permitted or contemplated to be received by the
terms of this
Agreement, as determined by an Opinion of Counsel (at the
applicable Mortgage
Loan Seller's expense); (xvi) have comparable prepayment
restrictions; and
(xvii) become a part of the same Loan Group as the deleted Trust
Mortgage Loan.
In the event that one or more mortgage loans are substituted for
one or more
deleted Trust Mortgage Loans, then the amounts described in clause
(i) shall be
determined on the basis of aggregate principal balances and the
rates described
in clause (ii) above (provided that the lowest Net Mortgage Rate
shall not be
lower than the highest fixed Pass-Through Rate of any Class of
Sequential Pay
Certificates outstanding) and the remaining term to stated maturity
referred to
in clause (v) above shall be determined on a weighted average
basis. When a
Qualified Substitute Mortgage Loan is substituted for a deleted
Trust Mortgage
Loan, the applicable Mortgage Loan Seller shall certify that the
proposed
Qualified Substitute Mortgage Loan meets all of the requirements of
the above
definition and shall send such certification to the Trustee.
"Rated Final Distribution Date": The Distribution Date in December
2049.
"Rating Agency": Either Moody's or S&P.
"Realized Loss": With respect to: (1) each Specially Serviced
Mortgage Loan or Corrected Mortgage Loan as to which a Final
Recovery
Determination has been made, or with respect to any successor REO
Loan as to
which a Final Recovery Determination has been made as to the
related REO
Property and with respect to the Park La Brea Apartments Trust
Mortgage Loan or
any successor Trust REO Loan with respect thereto, if a Final
Recovery
Determination has been made in respect thereof by the JP 2006-LDP8
Special
Servicer, an amount (not less than zero) equal to (a) the unpaid
principal
balance of such Mortgage Loan or REO Loan, as the case may be, as
of the
commencement of the Collection Period in which the Final Recovery
Determination
was made, plus (b) without taking into account the amount described
in subclause
(1)(d) of this definition, all accrued but unpaid interest on such
Mortgage Loan
or such REO Loan, as the case may be, at the related Mortgage Rate
to but not
including the Due Date in the Collection Period in which the Final
Recovery
Determination was made (exclusive of any portion thereof that
constitutes
Penalty Interest, Additional Interest, Prepayment Premiums or Yield
Maintenance
Charges), plus (c) any related unpaid servicing expenses, any
related Servicing
Advances (together with Unliquidated Advances in respect of prior
related
Servicing Advances) that, as of the commencement of the Collection
Period in
which the Final Recovery Determination was made, had not been
reimbursed from
the subject Mortgage Loan or REO Property, as
-73-
the case may be, and any new related Servicing Advances made during
such
Collection Period, minus (d) all payments and proceeds, if any,
received in
respect of and allocable to such Mortgage Loan or such REO Loan, as
the case may
be, during the Collection Period in which such Final Recovery
Determination was
made net of any portion of such payments and/or proceeds that is
payable or
reimbursable in respect of the related liquidation and other
servicing expenses
and, in the case of a Mortgage Loan or REO Loan that is part of a
Loan
Combination, net of any portion of such payments and/or proceeds
that represent
Liquidation Proceeds payable to the holder(s) of the other Mortgage
Loan(s) in
that Loan Combination; (2) each defaulted Mortgage Loan as to which
any portion
of the principal or previously accrued interest (other than
Additional Interest
and Penalty Interest) payable thereunder or any Unliquidated
Advance was
canceled in connection with a bankruptcy or similar proceeding
involving the
related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan
granted or agreed to by the Special Servicer pursuant to Section
3.20 (or, in
the case of the Park La Brea Apartments Trust Mortgage Loan, by the
JP 2006-LDP8
Applicable Servicer pursuant to the JP 2006-LDP8 Pooling and
Servicing
Agreement), the amount of such principal and/or interest or
Unliquidated Advance
so canceled; (3) each Mortgage Loan as to which the Mortgage Rate
thereon has
been permanently reduced and not recaptured for any period in
connection with a
bankruptcy or similar proceeding involving the related Mortgagor or
a
modification, waiver or amendment of such Mortgage Loan granted or
agreed to by
the Special Servicer pursuant to Section 3.20 (or, in the case of
the Park La
Brea Apartments Trust Mortgage Loan, by the JP 2006-LDP8 Applicable
Servicer
pursuant to the JP 2006-LDP8 Pooling and Servicing Agreement), the
amount of the
consequent reduction in the interest portion of each successive
Periodic Payment
due thereon (each such Realized Loss shall be deemed to have been
incurred on
the Due Date for each affected Periodic Payment); (4) each Trust
Mortgage Loan
or Trust REO Loan as to which there were any Nonrecoverable
Advances, the amount
of any such Nonrecoverable Advance reimbursed (and/or interest
thereon paid)
from amounts that would have otherwise been distributable as
principal on the
Certificates; and (5) each Trust Mortgage Loan purchased from the
Trust Fund at
a price less than the Purchase Price therefor, the amount of the
deficiency.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which
such
Distribution Date occurs.
"Recording/Filing Agent": As defined in Section 2.01(d).
"Recovered Amount": As defined in Section 1.02(c).
"Registered Certificate": Any Class A-1, Class A-2, Class A-2FL,
Class A-3, Class A-SB, Class A-1A, Class AM , Class AJ, Class
AJ-FL, Class B,
Class C, Class D or Class XP Certificate.
"Regular Certificate": Any REMIC II Certificate other than a Class
R-II Certificate.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506- 1,631 (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.
-74-
"Regulation S": Regulation S under the Securities Act.
"Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of
the United
States in reliance on Regulation S, one or collectively more global
Certificates
of such Class registered in the name of the Depository or its
nominee, in
definitive, fully registered form without interest coupons, each of
which
Certificates bears a Regulation S CUSIP number.
"Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section
3.03(d) and on P&I
Advances in accordance with Section 4.03(d), which rate per annum
is equal to
the Prime Rate.
"Relevant Servicing Criteria": The Servicing Criteria applicable to
the various parties, as set forth on Exhibit L attached hereto. For
clarification purposes, multiple parties can have responsibility
for the same
Relevant Servicing Criteria. With respect to a Sub-Servicing
Function
Participant engaged by the Trustee, either Master Servicer or the
Special
Servicer, the term "Relevant Servicing Criteria" may refer to a
portion of the
Relevant Servicing Criteria applicable to such Master Servicer, the
Special
Servicer or the Trustee.
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).
"REMIC Administrator": The Trustee or any REMIC administrator
appointed pursuant to Section 8.14.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be
administered hereunder
with respect to which a separate REMIC election is to be made and,
consisting
of: (i) the Loan REMIC Regular Interests, (ii) all of the Trust
Mortgage Loans
as from time to time are subject to this Agreement and all payments
under and
proceeds of such Trust Mortgage Loans received after the Closing
Date (excluding
the Excess Servicing Strip and all Additional Interest on such
Trust Mortgage
Loans), together with all documents included in the related
Mortgage Files and
any related Escrow Payments and Reserve Funds; (iii) except to the
extent they
constitute part of the Loan REMIC, all amounts (exclusive of the
Excess
Servicing Strip and all Additional Interest) held from time to time
in the
Collection Accounts, the Interest Reserve Account, any Pool REO
Account, the
Gain-on-Sale Reserve Account, any Loan Combination Custodial
Account and the
Distribution Account; (iii) any REO Property acquired in respect of
a Trust
Mortgage Loan (or, in the case of the Park La Brea Apartments Trust
Mortgage
Loan, the rights of the holder thereof with respect to any related
Park La Brea
Apartments REO Property under the JP 2006-LDP8 Pooling and
Servicing Agreement);
(iv) the rights of the Depositor under Sections 2, 3, 8, 10, 11,
12, 13, 14, 15,
17, 18, 20 and 21 of each of the Mortgage Loan Purchase Agreements
with respect
to the Trust Mortgage Loans; and (v) the rights of the mortgagee
under all
Insurance Policies with respect to the Trust Mortgage Loans;
provided that REMIC
I shall not include any Non-Trust Loan or any successor REO Loan
with respect
thereto or any payments or other collections of principal,
interest, Prepayment
Premiums, Yield Maintenance Charges or other amounts collected on a
Non-Trust
Loan or any successor REO Loan with respect thereto.
"REMIC I Principal Balance": The principal amount of any REMIC I
Regular Interest outstanding as of any date of determination. As of
the Closing
Date, the initial REMIC I Principal
-75-
Balance of each REMIC I Regular Interest shall be the amount set
forth as such
in the Preliminary Statement hereto. On each Distribution Date, the
REMIC I
Principal Balance of each REMIC I Regular Interest shall be
permanently reduced
by all distributions of principal deemed to have been made in
respect of such
REMIC I Regular Interest on such Distribution Date pursuant to
Section 4.01(i),
and shall be further permanently reduced on such Distribution Date
by all
Realized Losses and Additional Trust Fund Expenses deemed to have
been allocated
thereto on such Distribution Date pursuant to the first paragraph
of Section
4.04(b). The REMIC I Principal Balance of a REMIC I Regular
Interest shall be
increased, pursuant to the second paragraph of Section 4.04(b), in
connection
with increases in the Class Principal Balance of the Corresponding
Certificates
as contemplated by the second paragraph of Section 4.04(a).
"REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and
designated as a
"regular interest" in REMIC I, as described in the Preliminary
Statement hereto.
"REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest, for any Distribution Date, the Weighted Average Net
Mortgage
Pass-Through Rate for such Distribution Date;
"REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts held from time to time,
to the extent
related to REMIC II, in the Distribution Account conveyed in trust
to the
Trustee for the benefit of REMIC II, as holder of the REMIC I
Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section
2.07, with
respect to which a separate REMIC election is to be made.
"REMIC II Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-SB, Class A-1A, Class AM, Class AJ, Class B, Class C, Class D,
Class XP, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class
P, Class Q, Class S, Class XC or Class R-II Certificate.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and proposed, temporary and final Treasury regulations
and any
published rulings, notices and announcements promulgated
thereunder, as the
foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The Pool REO Account or any Loan Combination REO
Account, as applicable.
"REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09 or, in the case of the Park La Brea Apartments
Mortgaged Property,
pursuant to the JP 2006-LDP8 Pooling and Servicing Agreement.
"REO Disposition": The sale or other disposition of any REO
Property
pursuant to Section 3.18 or, in the case of the Park La Brea
Apartments
Mortgaged Property, pursuant to the JP 2006-LDP8 Pooling and
Servicing
Agreement.
-76-
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan (or, if a Loan Combination is
involved, any of the multiple Mortgage Loans comprising the subject
Loan
Combination) deemed for purposes hereof to be outstanding with
respect to each
REO Property. Each REO Loan shall be deemed to be outstanding for
so long as the
related REO Property (or an interest therein) remains part of REMIC
I or the
Loan REMIC and shall be deemed to provide for periodic payments of
principal
and/or interest equal to its Assumed Periodic Payment and otherwise
to have the
same terms and conditions as its predecessor Mortgage Loan (such
terms and
conditions to be applied without regard to the default on such
predecessor
Mortgage Loan and the acquisition of the related REO Property as
part of the
Trust Fund or, if applicable in the case of any Loan Combination
REO Property,
on behalf of the Trust and the related Non-Trust Noteholder(s)).
Each REO Loan
shall be deemed to have an initial unpaid principal balance and
Stated Principal
Balance equal to the unpaid principal balance and Stated Principal
Balance,
respectively, of its predecessor Mortgage Loan as of the date of
the related REO
Acquisition. All Periodic Payments (other than a Balloon Payment),
Assumed
Periodic Payments (in the case of a Balloon Loan delinquent in
respect of its
Balloon Payment) and other amounts due and owing, or deemed to be
due and owing,
in respect of the predecessor Mortgage Loan as of the date of the
related REO
Acquisition, shall be deemed to continue to be due and owing in
respect of an
REO Loan. Collections in respect of each REO Loan (after provision
for amounts
to be applied to the payment of, or to be reimbursed to, the
applicable Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent for
the payment
of, the costs of operating, managing, selling, leasing and
maintaining the
related REO Property or for the reimbursement of or payment to the
applicable
Master Servicer, the Special Servicer, the Trustee or any Fiscal
Agent for other
related Servicing Advances as provided in this Agreement, interest
on such
Advances and other related Additional Trust Fund Expenses) shall be
treated:
first, as a recovery of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts (and interest thereon) with respect to such
REO Loan that
were repaid from principal collections on the Mortgage Pool
(including
Unliquidated Advances) and resulted in principal distributed to the
Certificateholders being reduced; second, as a recovery of accrued
and unpaid
interest on such REO Loan at the related Mortgage Rate (in the case
of the Trust
REO Loan that relates to the Park La Brea Apartments Trust Mortgage
Loan, net of
the JP 2006-LDP8 Servicing Fee) to but not including the Due Date
in the
Collection Period of receipt (exclusive of any portion thereof that
constitutes
Additional Interest); third, as a recovery of principal of such REO
Loan to the
extent of its entire unpaid principal balance; and fourth, in
accordance with
the normal servicing practices of the applicable Master Servicer,
as a recovery
of any other amounts due and owing in respect of such REO Loan,
including,
without limitation, (i) Yield Maintenance Charges, Prepayment
Premiums and
Penalty Interest and (ii) Additional Interest and other amounts, in
that order;
provided, however, that if the Mortgage Loans comprising a Loan
Combination
become REO Loans, then amounts received with respect to such REO
Loans shall be
applied to amounts due and owing in respect of such REO Loans as
provided in the
related Loan Combination Intercreditor Agreement. Notwithstanding
the foregoing,
all amounts payable or reimbursable to the applicable Master
Servicer, the
Special Servicer, the Trustee or any Fiscal Agent, as the case may
be, in
respect of the predecessor Mortgage Loan as of the date of the
related REO
Acquisition, including, without limitation, any unpaid Servicing
Fees and any
unreimbursed Advances, together with any interest accrued and
payable to the
applicable Master Servicer, the Special Servicer, the Trustee or
any Fiscal
Agent, as the case may be, in respect of such Advances in
accordance with
Sections 3.03(d) and 4.03(d), shall continue to be payable or
reimbursable to
the applicable Master Servicer, the Special Servicer, the Trustee
or any Fiscal
Agent, as the case may be, in respect of an REO Loan pursuant to
Section
3.05(a). In addition, Workout-Delayed
-77-
Reimbursement Amounts and Nonrecoverable Advances with respect to
such REO Loan,
in each case, that were paid from collections on the Trust Mortgage
Loans and
resulted in principal distributed to the Certificateholders being
reduced as a
result of the first proviso in the definition of "Principal
Distribution
Amount", shall be deemed outstanding until recovered.
"REO Property": With respect to any Mortgage Loan (other than a
Mortgage Loan constituting part of a Loan Combination), a Mortgaged
Property
acquired on behalf and in the name of the Trust Fund for the
benefit of the
Certificateholders through foreclosure, acceptance of a
deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in
connection with
the default or imminent default of a Mortgage Loan; and with
respect to a Loan
Combination, the related Loan Combination REO Property; and with
respect to the
Park La Brea Apartments Loan Combination, the Park La Brea
Apartments REO
Property; provided that the Park La Brea Apartments Mortgaged
Property shall
constitute an REO Property if acquired under the JP 2006-LDP8
Pooling and
Servicing Agreement for the benefit of all the related Non-Trust
Noteholders and
the Trust, as their interests may appear, through foreclosure,
acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with
applicable law in
connection with a default or imminent default of the Park La Brea
Apartments
Loan Combination.
"REO Revenues": All income, rents, profits and proceeds derived
from
the ownership, operation or leasing of any REO Property.
"REO Tax": As defined in Section 3.17(a)(i).
"Request for Release": A request signed by a Servicing Officer, as
applicable, of either Master Servicer in the form of Exhibit D-1
attached hereto
or of the Special Servicer in the form of Exhibit D-2 attached
hereto.
"Required Appraisal": With respect to each Required Appraisal
Mortgage Loan, an appraisal of the related Mortgaged Property from
an
Independent Appraiser selected by the Special Servicer, prepared in
accordance
with 12 C.F.R. ss. 225.64 and conducted in accordance with the
standards of the
Appraisal Institute.
"Required Appraisal Mortgage Loan": Each Serviced Trust Mortgage
Loan (or, in the case of clause (ii) below, any successor Trust REO
Loan with
respect thereto) (i) that is 60 days or more delinquent in respect
of any
Periodic Payments, (ii) that becomes an REO Loan, (iii) that has
been modified
by the Special Servicer in a manner that affects the amount or
timing of any
Periodic Payment (other than a Balloon Payment) (except, or in
addition to,
bringing monthly Periodic Payments current and extending the
Maturity Date for
less than six months), (iv) 60 days following the receipt by the
Special
Servicer of notice that a receiver has been appointed and continues
in such
capacity in respect of the related Mortgaged Property, (v) 60 days
following the
receipt by the Special Servicer of notice that the related
Mortgagor has become
the subject of a bankruptcy proceeding, or (vi) delinquent in
respect of its
Balloon Payment for one day or, if the Master Servicer receives,
prior to the
Due Date of such Balloon Payment, written evidence from an
institutional lender
of such lender's binding commitment to refinance such Trust
Mortgage Loan, then
for such longer period beyond the Due Date of such Balloon Payment
ending on the
earlier of (1) 60 days after the Due Date of such Balloon Payment
and (2) the
expiration of the refinancing commitment; provided, however, that a
Required
Appraisal Mortgage Loan shall cease to be a Required Appraisal
Mortgage Loan:
-78-
(a)
with respect to the circumstances described in clauses (i) and
(iii) above, when the related Mortgagor has made three consecutive
full and
timely Periodic Payments under the terms of such Trust Mortgage
Loan (as such
terms may be changed or modified in connection with a bankruptcy or
similar
proceeding involving the related Mortgagor or by reason of a
modification,
waiver or amendment granted or agreed to by the Special Servicer
pursuant to
Section 3.20); and
(b)
with respect to the circumstances described in clauses (iv),
(v) and (vi) above, when such circumstances cease to exist in the
reasonable
judgment of the Special Servicer (exercised in accordance with the
Servicing
Standard), but, with respect to any bankruptcy or insolvency
proceedings
described in clauses (iv) and (v), no later than the entry of an
order or decree
dismissing such proceeding, and with respect to the circumstances
described in
clause (vi) above, no later than the date that the Special Servicer
agrees to an
extension pursuant to Section 3.20 hereof;
so long as at that time no circumstance identified in clauses (i)
through (vi)
above exists that would cause the Trust Mortgage Loan to continue
to be
characterized as a Required Appraisal Mortgage Loan. For purposes
of the
foregoing, each Loan Combination shall be treated as a single
Mortgage Loan.
"Required Appraisal Value": With respect to any Mortgaged Property
or REO Property related to a Required Appraisal Mortgage Loan, 90%
of an amount
equal to (A) subject to reduction by the Special Servicer in
accordance with
Section 3.09(a), the Appraised Value of such Mortgaged Property or
REO Property,
as the case may be, as determined by a Required Appraisal or letter
update or
internal valuation, if applicable, reduced by (B) the amount of any
obligations
secured by liens on such Mortgaged Property that are prior to the
lien of such
Required Appraisal Mortgage Loan and estimated liquidation
expenses; provided,
however, that for purposes of determining any Appraisal Reduction
Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal
Reduction
Amount shall be amended no less often than annually to reflect the
Required
Appraisal Value determined pursuant to any Required Appraisal or
letter update
of a Required Appraisal or internal valuation, if applicable
conducted
subsequent to the original Required Appraisal performed pursuant to
Section
3.09(a).
"Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(f).
"Reserve Funds": With respect to any Serviced Mortgage Loan, any
amounts delivered by the related Mortgagor to be held in escrow by
or on behalf
of the mortgagee representing reserves for environmental
remediation, repairs,
capital improvements, tenant improvements and/or leasing
commissions with
respect to the related Mortgaged Property.
"Residual Certificate": A Class R-I or Class R-II Certificate.
"Responsible Officer": When used with respect to (i) the initial
Trustee, any officer in the Global Securities and Trust Services
Group of the
initial Trustee, (ii) any successor Trustee, any officer or
assistant officer in
the corporate trust department of the Trustee, or any other officer
or assistant
officer of the Trustee customarily performing functions similar to
those
performed by any of the above designated officers to whom a
particular matter is
referred by the Trustee because of such officer's knowledge of and
familiarity
with the particular subject, and (iii) any Fiscal Agent, any
officer thereof.
-79-
"Restricted Reports": Collectively, to the extent not filed with
the
Commission, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis
Report, the CMSA NOI Adjustment Worksheet, the CMSA Financial File,
the CMSA
Comparative Financial Status Report, the CMSA Loan Level
Reserve/LOC Report and
the CMSA Reconciliation of Funds Report.
"Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, one or collectively more
global
certificates representing such Class registered in the name of the
Depository or
its nominee, in definitive, fully registered form without interest
coupons, and
each of which certificates has a Rule 144A CUSIP number.
"S&P": Standard & Poor's Ratings Services, a Division of
The
McGraw-Hill Companies, Inc., or its successor 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
organization or
other comparable Person designated by the Depositor, notice of
which designation
shall be given to the Trustee, the Master Servicers, the Special
Servicer and
any Fiscal Agent, and specific ratings of S&P herein referenced
shall be deemed
to refer to the equivalent ratings of the party so designated.
"Sarbanes-Oxley Certification": As defined in Section 8.16(a)(iv).
"Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-off Date as of which it is outstanding, the
scheduled
Periodic Payment of principal and interest (other than Additional
Interest) on
such Mortgage Loan that is or would be, as the case may be, payable
by the
related Mortgagor on such Due Date under the terms of the related
Mortgage Note
as in effect on the Closing Date, without regard to any subsequent
change in or
modification of such terms in connection with a bankruptcy or
similar proceeding
involving the related Mortgagor or a modification, waiver or
amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant
to Section
3.20 (or, in the case of the Park La Brea Apartments Trust Mortgage
Loan by the
JP 2006-LDP8 Special Servicer pursuant to the JP 2006-LDP8 Pooling
and Servicing
Agreement) or acceleration of principal by reason of default, and
assuming that
each prior Scheduled Payment has been made in a timely manner;
provided,
however, that if the related loan documents for a Loan Combination
provide for a
single monthly debt service payment for such Loan Combination, then
the
Scheduled Payment for each Mortgage Loan comprising such Loan
Combination for
any Due Date shall be that portion of the monthly debt service
payment for such
Loan Combination and such Due Date that is, in accordance with the
related loan
documents and/or the related Loan Combination Intercreditor
Agreement, in the
absence of default, allocable to interest at the related Mortgage
Rate on and/or
principal of each such Mortgage Loan comprising the subject Loan
Combination.
"Securities Act": The Securities Act of 1933, as amended.
"Senior Certificate": Any Class A-1, Class A-2, Class A-2FL, Class
A-3, Class A-SB, Class A-1A, Class XC or Class XP Certificate.
"Sequential Pay Certificate": Any Class A-1, Class A-2, Class
A-2FL,
Class A-3, Class A-SB, Class A-1A, Class AM, Class AJ, Class AJ-FL,
Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L,
Class M, Class N, Class P or Class Q Certificate.
-80-
"Serviced Mortgage Loan": Each Mortgage Loan (including a Specially
Serviced Mortgage Loan, but excluding an REO Loan) other than any
Mortgage Loan
constituting part of the Park Le Brea Apartments Loan Combination.
"Serviced Mortgaged Property": The Mortgaged Property securing a
Serviced Mortgage Loan.
"Serviced REO Loan": An REO Loan deemed to be outstanding in
respect
of a Serviced Mortgaged Property.
"Serviced Trust Defaulted Mortgage Loan": A Defaulted Mortgage Loan
that is a Trust Mortgage Loan and a Serviced Mortgage Loan.
"Serviced Trust Mortgage Loan": Any Trust Mortgage Loan that is a
Serviced Mortgage Loan.
"Servicer": Any Person that constitutes a "servicer", as defined in
Item 1101(j) of Regulation AB, with respect to the Subject
Securitization
Transaction.
"Servicer Notice": As defined in Section 3.14.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and
expenses and fees
of real estate brokers) incurred by or on behalf of the applicable
Master
Servicer, the Special Servicer, the Trustee or any Fiscal Agent in
connection
with the servicing of a Serviced Mortgage Loan,
