EXHIBIT 4.1
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DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION,
Depositor
MIDLAND LOAN SERVICES, INC.
Master Servicer
LNR PARTNERS, INC.,
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and Paying Agent
------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
------------------------------------
COMM 2006-C8
Commercial Mortgage Pass-Through Certificates
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined
Terms..................................................
Section 1.02 Certain
Calculations...........................................
Section 1.03 Certain
Constructions..........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of
Mortgage Loans; Assignment of Mortgage Loan
Purchase Agreements...........................................
Section 2.02 Acceptance by
Custodian and the Trustee........................
Section 2.03 Representations,
Warranties and Covenants of the Depositor;
Repurchase and Substitution of Mortgage Loans.................
Section 2.04 Representations,
Warranties and Covenants of the Master
Servicer, the Special Servicer and the Trustee................
Section 2.05 Execution and
Delivery of Certificates; Issuance of Lower-Tier
Regular Interests.............................................
Section 2.06 Miscellaneous
REMIC and Grantor Trust Provisions...............
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 The Master
Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the
Mortgage Loans and the Serviced Companion Loans...............
Section 3.02 Liability of the
Master Servicer and the Special Servicer......
Section 3.03 Collection of
Mortgage Loan and Serviced Companion Loan
Payments......................................................
Section 3.04 Collection of
Taxes, Assessments and Similar Items; Escrow
Accounts......................................................
Section 3.05 Collection
Account; Excess Liquidation Proceeds Account;
Distribution Accounts; Interest Reserve Account and Serviced
Whole Loan Collection Accounts................................
Section 3.06 Permitted
Withdrawals from the Collection Account, the
Serviced Whole Loan Collection Accounts and the Distribution
Accounts; Trust Ledger........................................
Section 3.07 Investment of
Funds in the Collection Account, the Serviced
Whole Loan Collection Accounts, Distribution Account REO
Account, the Lock-Box Accounts, the Cash Collateral Accounts
and the Reserve Accounts......................................
Section 3.08 Maintenance of
Insurance Policies and Errors and Omissions and
Fidelity Coverage.............................................
Section 3.09 Enforcement of
Due-On-Sale Clauses; Assumption Agreements;
Defeasance Provisions.........................................
Section 3.10 Appraisals;
Realization Upon Defaulted Mortgage Loans..........
Section 3.11 Trustee to
Cooperate; Release of Mortgage Files................
Section 3.12 Servicing Fees,
Trustee Fees and Special Servicing Compensation
Section 3.13 Reports to the
Trustee; Collection Account Statements..........
Section 3.14
[Reserved].....................................................
Section 3.15
[Reserved].....................................................
Section 3.16 Access to
Certain Documentation................................
Section 3.17 Title and
Management of REO Properties and REO Accounts........
Section 3.18 Sale of
Specially Serviced Loans and REO Properties............
Section 3.19 Additional
Obligations of the Master Servicer and the Special
Servicer; Inspections.........................................
Section 3.20 Authenticating
Agent...........................................
Section 3.21 Appointment of
Custodians......................................
Section 3.22
[Reserved].....................................................
Section 3.23 Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts
and Reserve Accounts..........................................
Section 3.24 Property
Advances..............................................
Section 3.25 Appointment of
Special Servicer................................
Section 3.26 Transfer of
Servicing Between the Master Servicer and the
Special Servicer; Record Keeping; Asset Status Report.........
Section 3.27
[Reserved].....................................................
Section 3.28 Limitations on
and Authorizations of the Master Servicer and
Special Servicer with Respect to Certain Mortgage Loans.......
Section 3.29 Certain Rights
and Obligations of the Special Servicer.........
Section 3.30 Modification,
Waiver, Amendment and Consents...................
Section 3.31 Matters Relating
to Certain Mortgage Loans.....................
Section 3.32 Certain
Intercreditor Matters Relating to the Serviced Whole
Loans.........................................................
Section 3.33 Rights of the
Holders of the Mall of America Whole Loan and
the Fortress/Ryan's Portfolio Whole Loan......................
Section 3.34 Rights of the
Holders of the First City Tower Whole Loan.......
Section 3.35 Rights of the
Holders of the Casual Male HQ Whole Loan.........
Section 3.36 Rights of the
Holders of the Sabre Office Center B Loan, the
Summit Park Apartments B Loan, the Shoppes at Savannah B
Loan and the 777 Sunrise Highway B Loan.......................
Section 3.37 Litigation
Control.............................................
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01
Distributions..................................................
Section 4.02 Statements to
Certificateholders; Reports by Trustee; Other
Information Available to the Holders and Others...............
Section 4.03 Compliance with
Withholding Requirements.......................
Section 4.04 REMIC
Compliance...............................................
Section 4.05 Imposition of
Tax on the Trust Fund............................
Section 4.06
Remittances....................................................
Section 4.07 P&I
Advances...................................................
Section 4.08 Grantor Trust
Reporting........................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The
Certificates...............................................
Section 5.02 Registration,
Transfer and Exchange of Certificates............
Section 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates..............
Section 5.04 Appointment of
Paying Agent....................................
Section 5.05 Access to
Certificateholders' Names and Addresses..............
Section 5.06 Actions of
Certificateholders..................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER
Section 6.01 Liability of the
Depositor, the Master Servicer and the
Special Servicer..............................................
Section 6.02 Merger or
Consolidation of the Master Servicer, the Special
Servicer or the Depositor.....................................
Section 6.03 Limitation on
Liability of the Depositor, the Master Servicer
and Others....................................................
Section 6.04 Limitation on
Resignation of the Master Servicer and the
Special Servicer; Termination of the Master Servicer and the
Special Servicer..............................................
Section 6.05 Rights of the
Depositor and the Trustee in Respect of the
Master Servicer and the Special Servicer......................
Section 6.06 The Master
Servicer or Special Servicer as Owners of a
Certificate...................................................
Section 6.07 Certain Matters
Relating to the Non-Serviced Mortgage Loan.....
ARTICLE VII
DEFAULT
Section 7.01 Events of
Default..............................................
Section 7.02 Trustee to Act;
Appointment of Successor.......................
Section 7.03 Notification to
Certificateholders and Other Persons...........
Section 7.04 Other Remedies
of Trustee......................................
Section 7.05 Waiver of Past
Events of Default; Termination..................
Section 7.06 Trustee as Maker
of Advances...................................
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01 Duties of
Trustee..............................................
Section 8.02 Certain Matters
Affecting the Trustee..........................
Section 8.03 Trustee Not
Liable for Certificates or Mortgage Loans..........
Section 8.04 Trustee May Own
Certificates...................................
Section 8.05 Payment of
Trustee's Fees and Expenses; Indemnification........
Section 8.06 Eligibility
Requirements for Trustee...........................
Section 8.07 Resignation and
Removal of the Trustee.........................
Section 8.08 Successor
Trustee..............................................
Section 8.09 Merger or
Consolidation of Trustee.............................
Section 8.10 Appointment of
Co-Trustee or Separate Trustee..................
ARTICLE IX
TERMINATION
Section 9.01
Termination....................................................
ARTICLE X
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 10.01 Intent of the Parties;
Reasonableness..........................
Section 10.02
[Reserved].....................................................
Section 10.03 Information to be
Provided by the Master Servicer and the
Special Servicer..............................................
Section 10.04 Information to be
Provided by the Trustee......................
Section 10.05 Filing
Obligations.............................................
Section 10.06 Form 10-D
Filings..............................................
Section 10.07 Form 10-K
Filings..............................................
Section 10.08 Sarbanes-Oxley
Certification...................................
Section 10.09 Form 8-K
Filings...............................................
Section 10.10 Form 15 Filing;
Incomplete Exchange Act Filings; Amendments to
Exchange Act Reports..........................................
Section 10.11 Annual Compliance
Statements...................................
Section 10.12 Annual Reports on
Assessment of Compliance with Servicing
Criteria......................................................
Section 10.13 Annual Independent
Public Accountants' Servicing Report........
Section 10.14 Exchange Act Reporting
Indemnification.........................
Section 10.15
Amendments.....................................................
Section 10.16 Exchange Act Report
Signatures; Delivery of Notices;
Interpretation of Grace Periods...............................
Section 10.17 Termination of the
Trustee.....................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Counterparts...................................................
Section 11.02 Limitation on Rights
of Certificateholders.....................
Section 11.03 Governing
Law..................................................
Section 11.04
Notices........................................................
Section 11.05 Severability of
Provisions.....................................
Section 11.06 Notice to the
Depositor and Each Rating Agency.................
Section 11.07
Amendment......................................................
Section 11.08 Confirmation of
Intent.........................................
Section 11.09 No Intended
Third-Party Beneficiaries..........................
Section 11.10
[Reserved].....................................................
Section 11.11 Entire
Agreement...............................................
Section 11.12 Third Party
Beneficiaries......................................
<PAGE>
TABLE OF EXHIBITS
Exhibit A-1 Form of
Class A-1 Certificate
Exhibit A-2A Form of Class
A-2A Certificate
Exhibit A-2B Form of Class
A-2B Certificate
Exhibit A-3 Form of
Class A-3 Certificate
Exhibit A-4 Form of
Class A-AB Certificate
Exhibit A-5 Form of
Class A-4 Certificate
Exhibit A-6 Form of
Class A-1A Certificate
Exhibit A-7 Form of
Class XP Certificate
Exhibit A-8 Form of
Class XS Certificate
Exhibit A-9 Form of
Class A-M Certificate
Exhibit A-10 Form of Class
A-J Certificate
Exhibit A-11 Form of Class B
Certificate
Exhibit A-12 Form of Class C
Certificate
Exhibit A-13 Form of Class D
Certificate
Exhibit A-14 Form of Class E
Certificate
Exhibit A-15 Form of Class F
Certificate
Exhibit A-16 Form of Class G
Certificate
Exhibit A-17 Form of Class H
Certificate
Exhibit A-18 Form of Class J
Certificate
Exhibit A-19 Form of Class K
Certificate
Exhibit A-20 Form of Class L
Certificate
Exhibit A-21 Form of Class M
Certificate
Exhibit A-22 Form of Class N
Certificate
Exhibit A-23 Form of Class O
Certificate
Exhibit A-24 Form of Class P
Certificate
Exhibit A-25 Form of Class Q
Certificate
Exhibit A-26 Form of Class S
Certificate
Exhibit A-27 Form of Class T
Certificate
Exhibit A-28 Form of Class R
Certificate
Exhibit A-29 Form of Class LR
Certificate
Exhibit B-1 Mortgage
Loan Schedule
Exhibit B-2 Servicing
Fee Rate Schedule
Exhibit C-1 Form of
Transferee Affidavit
Exhibit C-2 Form of
Transferor Letter
Exhibit D-1 Form of
Investment Representation Letter
Exhibit D-2 Form of
ERISA Representation Letter
Exhibit E
Form of Request for Release
Exhibit F
Securities Legend
Exhibit G
Form of Regulation S Transfer Certificate
Exhibit H
Form of Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global Certificate
during the Restricted Period
Exhibit I
Form of Transfer Certificate for Exchange or Transfer from
Rule 144A Global Certificate to Regulation S Global Certificate
after the Restricted Period
Exhibit J
Form of Transfer Certificate for Exchange or Transfer from
Regulation S Global Certificate to Rule 144A Global Certificate
Exhibit K
Form of Distribution Date Statement
Exhibit L
Form of Investor Certification
Exhibit M
Form of Sub-Servicer Backup Certification
Exhibit N
Form of Purchase Option Notice
Exhibit O
Form of Trustee Backup Certification
Exhibit P
Form of Servicer Backup Certification
Exhibit Q
Form of Special Servicer Backup Certification
Exhibit R
Form of Notification from Custodian
Exhibit S-1 Form of
Closing Date Trustee Certification
Exhibit S-2 Form of
Post-Closing Trustee Certification
Exhibit T
Form of Notice to the Trustee from the Master Servicer
Regarding Defeasance of a Mortgage Loan
Exhibit U
Information Request Form
Exhibit V
Additional Disclosure Notification
Exhibit W
Loan Seller Sub-Servicers
Exhibit X
Loans with earnout/holdback provisions
Exhibit Y
Form of Depositor Certification
TABLE OF SCHEDULES
Schedule I Class A-AB
Planned Principal Balance Schedule
Schedule II Servicing Criteria to
be Addressed in Assessment of Compliance
Schedule III
Additional Form 10-D Disclosure
Schedule IV Additional Form 10-K
Disclosure
Schedule V Form 8-K
Disclosure Information
Schedule VI Class XP Reference
Rates
Schedule VII
Directing Certificateholders
<PAGE>
Pooling and Servicing Agreement, dated as of December 1, 2006,
among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, Midland
Loan Services, Inc., as the master servicer (the "Master
Servicer"), LNR
Partners, Inc., as special servicer (the "Special Servicer") and
LaSalle Bank
National Association, as Trustee and Paying Agent.
PRELIMINARY STATEMENT:
(Terms used but not defined in this Preliminary Statement shall
have the meanings specified in Article I hereof)
The Depositor intends to sell pass-through certificates to be
issued hereunder in multiple Classes which in the aggregate will
evidence the
entire beneficial ownership interest in the Trust Fund consisting
primarily of
the Mortgage Loans.
The Lower Tier REMIC will hold the Mortgage Loans (exclusive of
any Excess Interest) and certain other related assets subject to
this Agreement,
and will issue the Lower-Tier Regular Interests set forth in the
table below
(the "Lower Tier Regular Interests"), as classes of regular
interests in the
Lower Tier REMIC, and (ii) the sole class of residual interests in
the Lower
Tier REMIC, which will be represented by the Class LR
Certificates.
The Upper-Tier REMIC will hold the Lower-Tier Regular Interests
and certain other related assets subject to this Agreement and will
issue the
following Classes: the Class A-1, Class A-2A, Class A-2B, Class
A-3, Class A-AB,
Class A-4, Class A-1A, Class XS, Class XP, Class A-M, Class A-J,
Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class
M, Class N, Class O, Class P, Class Q and Class S Certificates (the
"Regular
Certificates"), which are designated as classes of regular
interests, and the
Class R Certificates, which are designated as the sole class of
residual
interests, in the Upper-Tier REMIC.
The portion of the Trust Fund consisting of the Excess Interest
and proceeds thereof in the Grantor Trust Distribution Account (the
"Grantor
Trust") will be treated as a grantor trust for federal income tax
purposes. The
Class T Certificates will represent undivided beneficial interests
in the Excess
Interest and proceeds thereof.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 1 on the Mortgage Loan Schedule, (the "Mall of America
Mortgage
Loan") also secures two companion pari passu mortgage loans to the
same Borrower
(together with any replacements therefore, the "Mall of America
Pari Passu
Loans" and together with the Mall of America Mortgage Loan, the
"Mall of America
Whole Loan") which are subordinate to the Mall of America Mortgage
Loan. The
Mall of America Whole Loan will be serviced pursuant to this
Agreement and the
Mall of America Intercreditor Agreement, as and to the extent
provided herein.
Amounts attributable to the Mall of America Pari Passu Loans will
not be assets
of the Trust Fund or the Trust REMICs and will be beneficially
owned by the
related Companion Loan Noteholders.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 3 on the Mortgage Loan Schedule (the "EZ Storage
Portfolio Mortgage
Loan") also secures one companion loan to the same Borrower, which
is pari passu
in right of payment to the EZ Storage Portfolio Mortgage Loan (the
"EZ Storage
Portfolio Pari Passu Loan" and together with the EZ Storage
Portfolio Mortgage
Loan, the "EZ Storage Portfolio Whole Loan"). The EZ Storage
Portfolio Whole
Loan will be serviced pursuant to (i) a separate pooling and
servicing agreement
(the Banc of America Commercial Mortgage Inc., Commercial Mortgage
Pass-Through
Certificates, Series 2006-6 (the "BACM 2006-6 Pooling and
Servicing
Agreement")), dated as of November 1, 2006, among Banc of America
Commercial
Mortgage Inc., as depositor, Bank of America, National Association,
as initial
master servicer (in such capacity, such initial servicer or any
successor
thereto, the "BACM 2006-6 Servicer"), CWCapital Asset Management
LLC, as initial
special servicer (in such capacity, such initial special servicer
or any
successor thereto, the "BACM 2006-6 Special Servicer") and Wells
Fargo Bank,
N.A., as initial trustee (in such capacity, such initial trustee or
any
successor thereto, the "BACM 2006-6 Trustee") and (ii) the EZ
Storage Portfolio
Intercreditor Agreement. Amounts attributable to the EZ Storage
Portfolio Pari
Passu Loan will not be assets of the Trust Fund or the Trust REMICs
and will be
beneficially owned by the respective Companion Loan
Noteholders.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 7 on the Mortgage Loan Schedule (the "First City Tower
Mortgage
Loan") also secures one separate mortgage loan to the related
Borrower (the
"First City Tower B Loan" or the "First City Tower Companion Loan"
and together
with the First City Tower Mortgage Loan, the "First City Tower
Whole Loan")
which is subordinate to the First City Tower Mortgage Loan. The
First City Tower
Whole Loan will be serviced pursuant to this Agreement and the
First City Tower
Intercreditor Agreement, as and to the extent provided herein and
therein.
Amounts attributable to the related Serviced Companion Loan will
not be assets
of the Trust Fund or the Trust REMICs and will be beneficially
owned by the
related Serviced Companion Loan Noteholder.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 14 on the Mortgage Loan Schedule (the "Fortress/Ryan's
Portfolio
Mortgage Loan") also secures one companion mortgage loan to the
same Borrower
(together with any replacements therefore, the "Fortress/Ryan's
Portfolio Tower
Pari Passu Loans" and together with the Fortress/Ryan's Portfolio
Mortgage Loan,
the "Fortress/Ryan's Portfolio Whole Loan") which is pari passu in
right of
payment to the Fortress/Ryan's Portfolio Mortgage Loan. The
Fortress/Ryan's
Portfolio Whole Loan will be serviced pursuant to this Agreement
and the
Fortress/Ryan's Portfolio Intercreditor Agreement, as and to the
extent provided
herein. Amounts attributable to the Serviced Companion Loans will
not be assets
of the Trust Fund or the Trust REMICs and will be beneficially
owned by the
related Serviced Companion Loan Noteholders.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 34 on the Mortgage Loan Schedule (the "Casual Male HQ
Mortgage
Loan") also secures one separate mortgage loan to the related
Borrower (the
"Casual Male HQ B Loan" or the "Casual Male HQ Companion Loan" and
together with
the Casual Male HQ Mortgage Loan, the "Casual Male HQ Whole Loan")
which is
subordinate to the Casual Male HQ Mortgage Loan. The Casual Male HQ
Whole Loan
will be serviced pursuant to this Agreement and the Casual Male HQ
Intercreditor
Agreement, as and to the extent provided herein and therein.
Amounts
attributable to the Serviced Companion Loan will not be assets of
the Trust Fund
or the Trust REMICs and will be beneficially owned by the related
Serviced
Companion Loan Noteholder.
The Mortgaged
Property that secures the Mortgage Loan identified
as Loan No. 60 on the Mortgage Loan Schedule, (the "Sabre Office
Center Mortgage
Loan") also secures one separate mortgage loan to the related
Borrower (the
"Sabre Office Center B Loan" or the "Sabre Office Center Companion
Loan" and
together with the Sabre Office Center Mortgage Loan, the "Sabre
Office Center
Whole Loan") which is subordinate to the Sabre Office Center
Mortgage Loan. The
Sabre Office Center Whole Loan will be serviced pursuant to this
Agreement and
the Sabre Office Center Intercreditor Agreement, as and to the
extent provided
herein and therein. Amounts attributable to the Serviced Companion
Loan will not
be assets of the Trust Fund or the Trust REMICs and will be
beneficially owned
by the related Serviced Companion Loan Noteholder.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 93 on the Mortgage Loan Schedule, (the "Summit Park
Apartments
Mortgage Loan") also secures one separate mortgage loan to the
related Borrower
(the "Summit Park Apartments B Loan" or the "Summit Park Apartments
Companion
Loan" and together with the Summit Park Apartments Mortgage Loan,
the "Summit
Park Apartments Whole Loan") which is subordinate to the Summit
Park Apartments
Mortgage Loan. The Summit Park Apartments Whole Loan will be
serviced pursuant
to this Agreement and the Summit Park Apartments Intercreditor
Agreement, as and
to the extent provided herein and therein. Amounts attributable to
the Serviced
Companion Loan will not be assets of the Trust Fund or the Trust
REMICs and will
be beneficially owned by the related Serviced Companion Loan
Noteholder.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 96 on the Mortgage Loan Schedule, (the "Shoppes at
Savannah Mortgage
Loan") also secures one separate mortgage loan to the related
Borrower (the
"Shoppes at Savannah B Loan" or the "Shoppes at Savannah Companion
Loan" and
together with the Shoppes at Savannah Mortgage Loan, the "Shoppes
at Savannah
Whole Loan") which is subordinate to the Shoppes at Savannah
Mortgage Loan. The
Shoppes at Savannah Whole Loan will be serviced pursuant to this
Agreement and
the Shoppes at Savannah Intercreditor Agreement, as and to the
extent provided
herein and therein. Amounts attributable to the Serviced Companion
Loan will not
be assets of the Trust Fund or the Trust REMICs and will be
beneficially owned
by the related Serviced Companion Loan Noteholder.
The Mortgaged Property that secures the Mortgage Loan
identified
as Loan No. 153 on the Mortgage Loan Schedule, (the "777 Sunrise
Highway
Mortgage Loan") also secures one separate mortgage loan to the
related Borrower
(the "777 Sunrise Highway B Loan" or the "777 Sunrise Highway
Companion Loan"
and together with the 777 Sunrise Highway Mortgage Loan, the "777
Sunrise
Highway Whole Loan") which is subordinate to the 777 Sunrise
Highway Mortgage
Loan. The 777 Sunrise Highway Whole Loan will be serviced pursuant
to this
Agreement and the 777 Sunrise Highway Intercreditor Agreement, as
and to the
extent provided herein and therein. Amounts attributable to the
Serviced
Companion Loan will not be assets of the Trust Fund or the Trust
REMICs and will
be beneficially owned by the related Serviced Companion Loan
Noteholder.
The following table sets forth the Certificate Balance or
Notional Amount of each Class of Certificates, the Class or
Component
designation, the corresponding Lower-Tier Regular Interest (the
"Corresponding
Lower-Tier Regular Interest"), and the Corresponding Components of
the Class X
Certificates for each Class of the Upper-Tier REMIC Certificates
(the
"Corresponding Certificates").
<TABLE>
<CAPTION>
Corresponding
Corresponding
Certificate
Lower-Tier
Lower-Tier
Components of
Corresponding
Balance or
Regular
REMIC Principal
Class X
Certificates
Notional Amount
Interests(1)
Balance
Certificates(1)
-------------
---------------
------------ ---------------
---------------
<S>
<C>
<C>
<C>
<C>
Class A-1
$52,500,000
LA-1-1
$1,504,000
XA-1-1
LA-1-2
$1,911,000
XA-1-2
LA-1-3
$49,085,000
XA-1-3
Class A-2A
$100,000,000
LA-2A-1
$5,621,000
XA-2A-1
LA-2A-2
$63,215,000
XA-2A-2
LA-2A-3
$31,164,000
XA-2A-3
Class A-2B
$366,000,000
LA-2B-1
$32,097,000
XA-2B-1
LA-2B-2
$87,770,000
XA-2B-2
LA-2B-3
$130,917,000
XA-2B-3
LA-2B-4
$115,216,000
XA-2B-4
Class A-3
$244,500,000
LA-3-1
$12,738,000
XA-3-1
LA-3-2
$55,601,000
XA-3-2
LA-3-3
$176,161,000
XA-3-3
Class A-AB
$92,500,000
LA-AB-1
$75,678,000
XA-AB-1
LA-AB-2
$16,822,000
XA-AB-2
Class A-4
$1,118,212,000
LA-4-1
$34,485,000
XA-4-1
LA-4-2
$45,747,000
XA-4-2
LA-4-3
$44,872,000
XA-4-3
LA-4-4
$212,953,000
XA-4-4
LA-4-5
$780,155,000
XA-4-5
Class A-1A
$669,280,000
LA-1A-1
$175,000
XA-1A-1
LA-1A-2
$199,000
XA-1A-2
LA-1A-3
$11,343,000
XA-1A-3
LA-1A-4
$13,265,000
XA-1A-4
LA-1A-5
$13,502,000
XA-1A-5
LA-1A-6
$32,757,000
XA-1A-6
LA-1A-7
$66,713,000
XA-1A-7
LA-1A-8
$12,478,000
XA-1A-8
LA-1A-9
$10,967,000
XA-1A-9
LA-1A-10
$66,259,000
XA-1A-10
LA-1A-11
$9,274,000
XA-1A-11
LA-1A-12
$8,809,000
XA-1A-12
LA-1A-13
$8,758,000
XA-1A-13
LA-1A-14
$8,421,000
XA-1A-14
LA-1A-15
$406,360,000
XA-1A-15
Class XP
$3,698,510,000
$3,698,510,000
Class XS
$3,775,704,017
$3,775,704,017
Class A-M
$377,571,000
LA-M
$377,571,000
XA-M
Class A-J
$302,056,000
LA-J
$302,056,000
XA-J
Class B
$28,318,000
LB
$28,318,000
XB
Class C
$42,476,000
LC
$42,476,000
XC
Class D
$37,758,000
LD-1
$10,468,000
XD-1-1
LD-2
$23,148,000
XD-1-2
LD-3
$4,142,000
XD-1-3
Class E
$23,598,000
LE-1
$9,791,000
XE-1
LE-2
$13,807,000
XE-2
Class F
$28,317,000
LF-1
$12,994,000
XF-1
LF-2
$15,323,000
XF-2
Class G
$51,916,000
LG-1
$8,844,000
XG-1
LG-2
$29,855,000
XG-2
LG-3
$13,217,000
XG-3
Class H
$37,757,000
LH-1
$14,757,000
XH-1
LH-2
$23,000,000
XH-2
Class J
$42,477,000
LJ-1
$22,764,000
XJ-1
LJ-2
$19,713,000
XJ-2
Class K
$42,477,000
LK-1
$29,621,000
XK-1
LK-2
$12,856,000
XK-2
Class L
$18,878,000
LL-1
$11,709,000
XL-1
LL-2
$7,169,000
XL-2
Class M
$18,879,000
LM
$18,879,000
XM
Class N
$4,719,000
LN
$4,719,000
XN
Class O
$9,440,000
LO
$9,440,000
XO
Class P
$14,159,000
LP
$14,159,000
XP
Class Q
$9,439,000
LQ
$9,439,000
XQ
Class S
$42,477,017
LS
$42,477,017
XS
--------
</TABLE>
(1) The Lower-Tier Regular Interests and the Components of the
Class X
Certificates that correspond to any particular Class of Upper-Tier
REMIC
Regular
Certificates also correspond to each other and, accordingly,
constitute
the (i) "Corresponding Lower-Tier Regular Interests" and (ii)
"Corresponding Components," respectively, with respect to each
other.
The initial Certificate Balance of each of the Class R and
Class
LR Certificates is zero. Additionally, the Class R and Class LR
Certificates do
not have a Notional Balance. The Certificate Balance of any Class
of
Certificates outstanding at any time represents the maximum amount
which holders
thereof are entitled to receive as distributions allocable to
principal from the
cash flow on the Mortgage Loans and the other assets in the Trust
Fund;
provided, however, that in the event that amounts previously
allocated as
Realized Losses to a Class of Certificates in reduction of the
Certificate
Balance thereof are subsequently recovered (including without
limitation after
the reduction of the Certificate Balance of such Class to zero),
such Class may
receive distributions in respect of such recoveries in accordance
with the
priorities set forth in Section 4.01.
As of the Cut-off Date, the Mortgage Loans have an aggregate
Stated Principal Balance equal to approximately $3,775,704,017.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee
and the other
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the
following words and phrases, unless the context otherwise requires,
shall have
the meanings specified in this Article.
"777 Sunrise Highway B Loan": As defined in the Preliminary
Statement.
"777 Sunrise Highway B Loan Noteholder": The holder of the Note
for the 777 Sunrise Highway B Loan.
"777 Sunrise Highway Companion Loan": As defined in the
Preliminary Statement.
"777 Sunrise Highway Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of October 23,
2006 by and
between General Electric Capital Corporation and CBA-Mezzanine
Capital Finance,
LLC, as from time to time amended, supplemented or modified.
"777 Sunrise Highway Mortgage Loan": As defined in the
Preliminary Statement.
"777 Sunrise Highway Whole Loan": As defined in the Preliminary
Statement.
"10-K Filing Deadline": As defined in Section 10.7.
"Act": The Securities Act of 1933, as it may be amended from
time to time.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as
such in the Mortgage Loan Schedule and any related Serviced
Companion Loan.
"Additional Form 10-D Disclosure": As defined in Section 10.06.
"Additional Form 10-K Disclosure": As defined in Section 10.07.
"Additional Servicer": Each Affiliate of the Master Servicer,
the Special Servicer, the Trustee, the Mortgage Loan Sellers or the
Underwriters
(other than an affiliate of any such party acting in the capacity
of a Loan
Seller Sub-Servicer), that Services any of the Mortgage Loans, and
each Person,
other than the Special Servicer, who is not an Affiliate of the
Master Servicer,
the Trustee, the Mortgage Loan Sellers or the Underwriters, who
Services 10% or
more of the Mortgage Loans (based on their Stated Principal
Balance).
"Additional Trust Fund Expense": Any expense incurred with
respect to the Trust Fund and not otherwise included in the
calculation of a
Realized Loss that would result in the Holders of Regular
Certificates receiving
less than the full amount of principal and/or the Interest Accrual
Amount to
which they are entitled on any Distribution Date.
"Advance": Any P&I Advance or Property Advance.
"Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for
which the Master
Servicer, the Special Servicer or the Trustee, as applicable, has
not been
reimbursed and on Servicing Fees, Trustee Fees or Special Servicing
Compensation
for which the Master Servicer, the Trustee or the Special Servicer,
as
applicable, has not been timely paid or reimbursed for the number
of days from
the date on which such Advance was made or such Servicing Fees,
Trustee Fees or
Special Servicing Compensation were due to the date of payment or
reimbursement
of the related Advance or other such amount, less any amount of
interest
previously paid on such Advance or Servicing Fees, Trustee Fees or
Special
Servicing Compensation; provided, that if, during any Collection
Period in which
an Advance was made, the related Borrower makes payment of an
amount in respect
of which such Advance was made with interest at the Default Rate,
the Advance
Interest Amount payable to the Master Servicer, the Special
Servicer or the
Trustee shall be paid first, from the amount of Default Interest on
the related
Mortgage Loan by such Borrower, second, from late payment fees on
the related
Mortgage Loan by the related Borrower, and third, upon determining
in good faith
that such Advance Interest Amount is not recoverable from the
amounts described
in first or second, from other amounts on deposit in the Collection
Account.
"Advance Rate": A per annum rate equal to the Prime Rate (as
most recently published in the "Money Rates" section of The Wall
Street Journal,
New York edition, from time to time). Interest at the Advance Rate
will accrue
from (and including) the date on which the related Advance is made
or the
related expense incurred to (but excluding) the date on which such
amounts are
recovered out of amounts received on the Mortgage Loan as to which
such Advances
were made or servicing expenses incurred or the first Servicer
Remittance Date
after a determination of non-recoverability, as the case may be, is
made,
provided that such interest at the Advance Rate will continue to
accrue to the
extent funds are not available in the Collection Account for such
reimbursement
of such Advance. Notwithstanding the foregoing, with respect to any
Mortgage
Loan that has a grace period that expires after the Determination
Date, such
interest shall not begin to accrue until the day succeeding the
expiration date
of such grace period.
"Adverse Grantor Trust Event": Any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may
be, could
endanger the status of the Grantor Trust as a grantor trust under
the Grantor
Trust Provisions.
"Adverse REMIC Event": Any action, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i)
endanger the
status of either Trust REMIC as a REMIC or (ii) result in the
imposition of a
tax upon either Trust REMIC or the Trust Fund (including but not
limited to the
tax on "prohibited transactions" as defined in Section 860F(a)(2)
of the Code
and the tax on contributions to a REMIC set forth in Section
860G(d) of the
Code, but not including the tax on "net income from foreclosure
property").
"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. The
Trustee may obtain
and rely on an Officer's Certificate of the Master Servicer, the
Special
Servicer or the Depositor to determine whether any Person is an
Affiliate of
such party.
"Affiliated Person": Any Person (other than a Rating Agency)
involved in the organization or operation of the Depositor or an
affiliate, as
defined in Rule 405 of the Act, of such Person.
"Agent Member": Members of, or Depository Participants in, the
Depository.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
"Allocated
Loan Amount": With respect to each Mortgaged
Property, the portion of the principal amount of the related
Mortgage Loan
allocated to such Mortgaged Property in the applicable Mortgage,
Loan Agreement
or the Mortgage Loan Schedule.
"Annual Compliance Report": A report consisting of an annual
statement of compliance required by Section 10.12 hereof and an
annual report of
an Independent accountant required pursuant to Section 10.13
hereof.
"Anticipated Repayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the
date upon which such Mortgage Loan commences accruing interest at
such Revised
Rate.
"Anticipated Termination Date": Any Distribution Date on which
it is anticipated that the Trust Fund will be terminated pursuant
to Section
9.01(c).
"Applicable Monthly Payment": As defined in Section 4.06(a).
"Applicable Procedures": As defined in Section 5.02(c)(ii).
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the
State of New
York and the State of Illinois and (b) such state or local tax laws
whose
applicability shall have been brought to the attention of the
Trustee by either
(i) an opinion of counsel delivered to it, or (ii) written notice
from the
appropriate taxing authority as to the applicability of such state
or local tax
laws.
"Appraisal": An appraisal prepared by an Independent MAI
appraiser with at least five years experience in properties of like
kind and in
the same area.
"Appraisal Reduction Amount": For any Distribution Date and for
any Mortgage Loan (other than the Non-Serviced Mortgage Loan) or
any Serviced
Whole Loan, an amount calculated by the Special Servicer on a
monthly basis by
the first Determination Date following the date the Special
Servicer receives
the required Appraisal or performs the required Small Loan
Appraisal Estimate
equal to the excess, if any, of (a) the Stated Principal Balance of
such
Mortgage Loan or the applicable Serviced Whole Loan over (b) the
excess of (i)
90% of the sum of the appraised values (net of any prior mortgage
liens but
including all escrows and reserves (other than escrows and reserves
for taxes
and insurance)) of the related Mortgaged Properties securing such
Mortgage Loan
or the applicable Serviced Whole Loan as determined by Updated
Appraisals
obtained by the Special Servicer (the costs of which shall be paid
by the Master
Servicer as a Property Advance) minus any downward adjustments the
Special
Servicer deems appropriate (without implying any duty to do so)
based upon its
review of the Appraisal and any other information it may deem
appropriate (or,
in the case of Mortgage Loans or Serviced Whole Loans having a
Stated Principal
Balance under $2,000,000, 90% of the sum of the Small Loan
Appraisal Estimates
of the related Mortgaged Properties (as described below)) over (ii)
the sum of
(A) to the extent not previously advanced by the Master Servicer or
the Trustee,
all unpaid interest on such Mortgage Loan or the applicable
Serviced Whole Loan
at a per annum rate equal to the Mortgage Rate (or with respect to
the
applicable Serviced Whole Loan, the weighted average of the
Mortgage Rate for
the related Mortgage Loan(s) and Serviced Companion Loans), (B) all
unreimbursed
Property Advances and the principal portion of all unreimbursed
P&I Advances,
and all unpaid interest on Advances at the Advance Rate, in respect
of such
Mortgage Loan or the applicable Serviced Whole Loan, (C) any other
unpaid
Additional Trust Fund Expenses in respect of such Mortgage Loan or
the
applicable Serviced Whole Loan (but subject to the provisions of
Section
1.02(e)) and (D) all currently due and unpaid real estate taxes,
ground rents
and assessments and insurance premiums (net of any escrows and
reserves
therefor) and all other amounts due and unpaid with respect to such
Mortgage
Loan or the applicable Serviced Whole Loan (which taxes, premiums
(net of any
escrows and reserves therefor) and other amounts have not been the
subject of an
Advance by the Master Servicer, the Special Servicer or the
Trustee, as
applicable); provided, however, without limiting the Special
Servicer's
obligation to order and obtain such Appraisal, if the Special
Servicer has not
obtained the Updated Appraisal or Small Loan Appraisal Estimate, as
applicable,
referred to above within 60 days of the Appraisal Reduction Event
(or in the
case of an Appraisal Reduction Event occurring by reason of clause
(ii) of the
definition thereof, within 30 days of such Appraisal Reduction
Event), the
Appraisal Reduction Amount shall be deemed to be an amount equal to
25% of the
current Stated Principal Balance of the related Mortgage Loan or
the applicable
Serviced Whole Loan until such time as such Updated Appraisal or
Small Loan
Appraisal Estimate referred to above is received and the Appraisal
Reduction
Amount is calculated. Notwithstanding the foregoing, within 60 days
after the
Appraisal Reduction Event (or in the case of an Appraisal Reduction
Event
occurring by reason of clause (ii) of the definition thereof, 30
days) (A) with
respect to Mortgage Loans (other than the Non-Serviced Mortgage
Loan) or an
applicable Serviced Whole Loan having a Stated Principal Balance of
$2,000,000
or higher, the Special Servicer shall obtain an Updated Appraisal
or (B) with
respect to Mortgage Loans (other than the Non-Serviced Mortgage
Loan) or an
applicable Serviced Whole Loan having a Stated Principal Balance of
less than
$2,000,000, the Special Servicer, at its option, shall (i) provide
a Small Loan
Appraisal Estimate within the same time period as an Appraisal
would otherwise
be required and such Small Loan Appraisal Estimate shall be used in
lieu of an
Appraisal to calculate the Appraisal Reduction Amount for such
Mortgage Loans or
applicable Serviced Whole Loan; or (ii) with the consent of the
Controlling
Class Representative, obtain an Updated Appraisal. On the first
Distribution
Date occurring on or after the delivery of such Updated Appraisal
or completion
of such Small Loan Appraisal Estimate, as applicable, the Special
Servicer shall
adjust the Appraisal Reduction Amount to take into account such
Updated
Appraisal (regardless of whether the Updated Appraisal is higher or
lower than
the Small Loan Appraisal Estimate). Each Appraisal Reduction Amount
shall also
be adjusted to take into account any subsequent Small Loan
Appraisal Estimate or
Updated Appraisal, as applicable, and any annual letter updates, as
of the date
of each such subsequent Small Loan Appraisal Estimate, Updated
Appraisal or
letter update, as applicable. With respect to each Mortgage Loan
that is
cross-collateralized with any other Mortgage Loan, the value of
each Mortgaged
Property that is security for each Mortgage Loan in such
cross-collateralized
group, as well as the outstanding amounts under each such Mortgage
Loan shall be
taken into account when calculating such Appraisal Reduction
Amount.
At any time that an Appraisal Reduction Amount exists with
respect to any Mortgage Loan (other than the Non-Serviced Mortgage
Loan), the
Controlling Class Representative may, at its own expense, obtain
and deliver to
the Master Servicer, the Special Servicer and the Trustee an
Appraisal
satisfactory to the Special Servicer that satisfies the
requirements of an
"Updated Appraisal," and upon the written request of the
Controlling Class
Representative, the Special Servicer shall, subject to the
Servicing Standard,
recalculate the Appraisal Reduction Amount in respect of such
Mortgage Loan or
the applicable Serviced Whole Loan based on such Appraisal (but
subject to any
downward adjustment by the Special Servicer as provided in the
definition of
Appraisal Reduction Amount) and shall notify the Trustee, the
Master Servicer,
the Controlling Class Representative and the Directing
Certificateholder of such
recalculated Appraisal Reduction Amount.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Mortgage Loan (other than
the
Non-Serviced Mortgage Loan) or a Serviced Whole Loan or the related
REO Property
will be reduced to zero as of the date the related Mortgage Loan or
Serviced
Whole Loan is paid in full, liquidated, repurchased or otherwise
removed from
the Trust Fund.
Each Serviced Whole Loan will be treated as a single mortgage
loan for purposes of calculating an Appraisal Reduction Amount with
respect to
the mortgage loans that comprise such Serviced Whole Loan. Any
Appraisal
Reduction Amount in respect of the EZ Storage Portfolio Mortgage
Loan shall be
calculated by the BACM 2006-6 Special Servicer in accordance with
and pursuant
to the terms of the BACM 2006-6 Pooling and Servicing
Agreement.
Any Appraisal Reduction Amount on a Serviced Whole Loan shall
be
deemed allocated, first, to the related B Loan (if any), up to the
outstanding
principal balance thereof, if any, and, then, to the Mortgage Loan,
or, in the
case of a Serviced Whole Loan with one or more Serviced Pari Passu
Companion
Loan(s), pro rata, to the Mortgage Loan and any related Pari Passu
Companion
Loans based on each such loan's outstanding principal balance.
"Appraisal Reduction Event": With respect to any Mortgage Loan
(other than the Non-Serviced Mortgage Loan) or Serviced Whole Loan,
the first
Distribution Date following the earliest of (i) the date on which
such Mortgage
Loan or Serviced Whole Loan becomes a Modified Mortgage Loan, (ii)
the 90th day
following the occurrence of any uncured delinquency in Monthly
Payments with
respect to such Mortgage Loan or Serviced Whole Loan, (iii) receipt
of notice
that the related Borrower has filed a bankruptcy petition or the
date on which a
receiver is appointed and continues in such capacity in respect of
a Mortgaged
Property securing such Mortgage Loan or Serviced Whole Loan or 60
days after the
Borrower becomes the subject of involuntary bankruptcy proceedings
and such
proceedings are not dismissed, (iv) the date on which the Mortgaged
Property
securing such Mortgage Loan or Serviced Whole Loan becomes a
Serviced REO
Property, (v) the 60th day after the third anniversary of any
extension of a
Mortgage Loan or a Serviced Whole Loan and (vi) with respect to a
Balloon Loan,
a payment default shall have occurred with respect to the related
Balloon
Payment; provided, however, if (a) the related Borrower is
diligently seeking a
refinancing commitment (and delivers a statement to that effect to
the Master
Servicer, who shall promptly deliver a copy to the Special Servicer
and the
Controlling Class Representative within 30 days after the default),
(b) the
related Borrower continues to make its Assumed Scheduled Payment,
(c) no other
Servicing Transfer Event has occurred with respect to that Mortgage
Loan or
Serviced Whole Loan and (d) the Controlling Class Representative
consents, an
Appraisal Reduction Event will not occur until 60 days beyond the
related
maturity date; and provided, further, if the related Borrower has
delivered to
the Master Servicer, who shall promptly deliver a copy to the
Special Servicer
and the Controlling Class Representative, on or before the 60th day
after the
related Maturity Date, a refinancing commitment reasonably
acceptable to the
Special Servicer and the Controlling Class Representative, and the
Borrower
continues to make its Assumed Scheduled Payments (and no other
Servicing
Transfer Event has occurred with respect to that Mortgage Loan or
Serviced Whole
Loan), an Appraisal Reduction Event will not occur until the
earlier of (1) 120
days beyond the related Maturity Date and (2) the termination of
the refinancing
commitment. The Special Servicer shall notify the Master Servicer
promptly upon
the occurrence of any of the foregoing events with respect to any
Specially
Serviced Loan.
"ARD Loan": Any Mortgage Loan the terms of which provide that
if, after an Anticipated Repayment Date, the borrower has not
prepaid such
Mortgage Loan in full, any principal outstanding on that date will
accrue
interest at the Revised Rate rather than the Initial Rate.
"Asset Status Report": As defined in Section 3.26(f).
"Assignment of Leases, Rents and Profits": With respect to any
Mortgaged Property, any assignment of leases, rents and profits or
similar
agreement executed by the Borrower, assigning to the mortgagee all
of the
income, rents and profits derived from the ownership, operation,
leasing or
disposition of all or a portion of such Mortgaged Property, in the
form which
was duly executed, acknowledged and delivered, as amended,
modified, renewed or
extended through the date hereof and from time to time
hereafter.
"Assignment of Mortgage": An assignment of Mortgage without
recourse, notice of transfer or equivalent instrument, in
recordable form, which
is sufficient under the laws of the jurisdiction in which the
related Mortgaged
Property is located to reflect of record the sale of the Mortgage,
which
assignment, notice of transfer or equivalent instrument may be in
the form of
one or more blanket assignments covering Mortgages encumbering
Mortgaged
Properties located in the same jurisdiction, if permitted by law
and acceptable
for recording.
"Assumed Scheduled Payment": With respect to any Mortgage Loan
that is delinquent in respect of its Balloon Payment (including any
REO Loan as
to which the Balloon Payment would have been past due), an amount
equal to the
sum of (a) the principal portion of the Monthly Payment that would
have been due
on such Mortgage Loan on the related Due Date (or portion thereof
not received),
based on the constant Monthly Payment that would have been due on
such Mortgage
Loan on the related Due Date based on the constant payment required
by the
related Note or the amortization or payment schedule thereof (as
calculated with
interest at the related Mortgage Rate) (if any), assuming such
Balloon Payment
had not become due, after giving effect to any prior modification,
and (b)
interest at the applicable Net Mortgage Pass-Through Rate.
"Assumption Fees": Any fees collected by the Master Servicer or
the Special Servicer in connection with an assumption or
modification of a
Mortgage Loan or a Serviced Whole Loan or substitution of a
Borrower (or an
interest therein) thereunder (in each case, as set forth in the
related Loan
Documents) permitted to be executed under the provisions of this
Agreement.
"Authenticating Agent": Any authenticating agent appointed by
the Trustee pursuant to Section 3.20.
"Available Funds": For a Distribution Date, the sum of (i) all
previously undistributed Monthly Payments or other receipts on
account of
principal and interest (including Unscheduled Payments and any Net
REO Proceeds,
if any, transferred from an REO Account pursuant to Section
3.17(b), but
excluding any Excess Liquidation Proceeds) on or in respect of the
Mortgage
Loans, received by or on behalf of the Master Servicer in the
Collection Period
relating to such Distribution Date, (ii) all P&I Advances made
by the Master
Servicer or the Trustee, as applicable, in respect of the Mortgage
Loans as of
such Distribution Date, (iii) all other amounts received by the
Master Servicer
in such Collection Period (including the portion of Loss of Value
Payments
deposited into the Collection Account pursuant to Section 3.06(f))
and required
to be placed in the Collection Account by the Master Servicer
pursuant to
Section 3.05, (iv) without duplication, any late Monthly Payments
on or in
respect of the Mortgage Loans received after the end of the
Collection Period
relating to such Distribution Date but prior to the close of
business on the
Business Day prior to the related Servicer Remittance Date, (v) any
Servicer
Prepayment Interest Shortfalls remitted by the Master Servicer to
the Collection
Account and (vi) with respect to the Distribution Date in March of
each calendar
year (or February if the final Distribution Date occurs in such
month), the
Withheld Amounts deposited in the Interest Reserve Account by the
Trustee in
accordance with Section 3.05(f) and (vii) with respect to the first
Distribution
Date, the Interest Deposit Amount; but excluding the following:
(a) amounts permitted to be used to reimburse the Master
Servicer,
the Special Servicer or the Trustee, as applicable, for
previously
unreimbursed Advances and Workout-Delayed Reimbursement Amounts and
interest
thereon as
described in Section 3.06;
(b) those portions of each payment of interest which represent
the
applicable Servicing Fee and Trustee Fee and an amount representing
any
applicable
Special Servicing Compensation;
(c) all amounts in the nature of late payment fees (to the
extent not
applied to the reimbursement of the Advance Interest Amount
and/or
Additional Trust Fund Expenses as provided in Section 3.06
hereof),
Net
Prepayment Interest Excess, Net Default Interest, extension fees,
loan
service
transaction fees, demand fees, beneficiary statement charges,
Assumption
Fees and similar fees on the Mortgage Loans, which the Master
Servicer
or the Special Servicer is entitled to retain as Servicing
Compensation or Special Servicing Compensation, respectively;
(d) all amounts representing scheduled Monthly Payments on
Mortgage
Loans due after the related Due Date;
(e) that portion of Net Liquidation Proceeds, Net Insurance
Proceeds
and Net Condemnation Proceeds with respect to a Mortgage Loan
which
represents
any unpaid Servicing Fee, Trustee Fee and Special Servicing
Compensation, to which the Master Servicer, any sub-servicer,
Trustee and/or
the
Special Servicer are entitled;
(f) all amounts representing certain fees and expenses,
including
indemnity amounts, reimbursable or payable to the Master
Servicer,
the
Special Servicer or the Trustee and other amounts permitted to
be
retained
by the Master Servicer or withdrawn by the Master Servicer from
the
Collection
Account to the extent expressly set forth in this Agreement
(including, without limitation, as provided in Section 3.06 and
including
any
indemnities provided for herein), including interest thereon as
expressly
provided in this Agreement;
(g) any interest or investment income on funds on deposit in
the
Collection
Account or any interest on Permitted Investments in which such
funds may
be invested;
(h) all amounts received with respect to each Mortgage Loan
previously
purchased, repurchased or replaced from the Trust Fund pursuant
to
Sections 2.03(d), 3.18 or 9.01 during the related Collection Period
and
subsequent
to the date as of which such Mortgage Loan was purchased,
repurchased or replaced;
(i) the amount reasonably determined by the Trustee to be
necessary
to pay any applicable federal, state or local taxes imposed on
the
Upper-Tier
REMIC or the Lower-Tier REMIC under the circumstances and to
the
extent
described in Section 4.05;
(j) Excess Interest;
(k) Prepayment Premiums and Yield Maintenance Charges with
respect to
the Mortgage Loans; and
(l) with respect to the Distribution Date occurring in (A)
January of
each calendar year that is not a leap year and (B) February of
each
calendar year, in each case, unless such Distribution Date is the
final
Distribution Date, the Withheld Amounts deposited in the Interest
Reserve
Account by
the Trustee in accordance with Section 3.05(f).
"B Loan": The First City Tower B Loan, the Casual Male HQ B
Loan, the Sabre Office Center B Loan, the Summit Park Apartments B
Loan, the
Shoppes at Savannah B Loan and the 777 Sunrise Highway B Loan, each
of which are
identified in the Preliminary Statement, as applicable and as the
context may
require.
"BACM 2006-6 Pooling and Servicing Agreement": As defined in
the
preliminary statement.
"BACM 2006-6 Servicer": As defined in the preliminary
statement.
"BACM 2006-6 Special Servicer": As defined in the preliminary
statement.
"BACM 2006-6 Trustee": As defined in the preliminary statement.
"Balloon Loan": Any Mortgage Loan or Serviced Whole Loan that
requires a payment of principal on the maturity date in excess of
its constant
Monthly Payment.
"Balloon Payment": With respect to each Balloon Loan, the
scheduled payment of principal due on the Maturity Date (less
principal included
in the applicable amortization schedule or scheduled Monthly
Payment).
"BANA": Bank of America, National Association, in its capacity
as a Mortgage Loan Seller, and its successors.
"BANA Indemnification Agreement": The agreement dated as of
December 13, 2006 from BANA to the Depositor and the
Underwriters.
"BANA Purchase Agreement": The Mortgage Loan Purchase
Agreement,
dated and effective the Closing Date, between BofA and the
Depositor.
"Base Interest Fraction": With respect to any Principal
Prepayment on any Mortgage Loan and any of the Class A-1, Class
A-2A, Class
A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J
and Class K
Certificates, a fraction (not greater than 1) (a) whose numerator
is the greater
of zero and the amount, if any, by which (i) the Pass-Through Rate
on such Class
of Certificates exceeds (ii) the yield rate (as provided by the
Master Servicer)
used in calculating the Prepayment Premium or Yield Maintenance
Charge, as
applicable, with respect to such Principal Prepayment and (b) whose
denominator
is the amount, if any, by which the (i) Mortgage Rate on such
Mortgage Loan
exceeds (ii) the yield rate (as provided by the Master Servicer)
used in
calculating the Prepayment Premium or Yield Maintenance Charge, as
applicable,
with respect to such Principal Prepayment; provided, however, that
if such yield
rate is greater than or equal to the lesser of (x) the Mortgage
Rate on such
Mortgage Loan and (y) the Pass-Through Rate described in clause
(a)(i) above,
then the Base Interest Fraction shall be zero.
"BCI": Barclays Capital Inc.
"BCRE": Barclays Capital Real Estate Inc. in its capacity as a
Mortgage Loan Seller, and its successors.
"BCRE Indemnification Agreement": The agreement dated as of
December 13, 2006 from BCRE to the Depositor and the
Underwriters.
"BCRE Purchase Agreement": The Mortgage Loan Purchase
Agreement,
dated and effective the Closing Date, between BCRE and the
Depositor.
"Beneficial Owner": With respect to a Global 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 Person maintaining an
account with such
Depository (directly as a Depository Participant or indirectly
through a
Depository Participant, in accordance with the rules of such
Depository) with
respect to such Classes. Each of the Trustee and the Master
Servicer shall have
the right to require, as a condition to acknowledging the status of
any Person
as a Beneficial Owner under this Agreement, that such Person
provide evidence at
its expense of its status as a Beneficial Owner hereunder.
"Borrower": With respect to any Mortgage Loan, Companion Loan
or
Serviced Whole Loan, any obligor or obligors on any related Note or
Notes.
"Borrower Account": As defined in Section 3.07(a).
"Breach": As defined in Section 2.03(d).
"Business Day": Any day other than (i) a Saturday or a Sunday,
(ii) a legal holiday in New York, New York, Chicago, Illinois,
Charlotte, North
Carolina, Pittsburgh, Pennsylvania or the principal cities in which
the Master
Servicer, the Special Servicer or the Trustee conducts servicing or
trust
operations or (iii) a day on which banking institutions or savings
associations
in New York, New York, Chicago, Illinois, Charlotte, North
Carolina, Pittsburgh,
Pennsylvania or the principal cities in which the Master Servicer,
the Special
Servicer or the Trustee conduct servicing or trust operations are
authorized or
obligated by law or executive order to be closed.
"Cash Collateral Account": With respect to any Mortgage Loan or
Serviced Whole Loan that has a Lock-Box Account, any account or
accounts created
pursuant to the related Mortgage, Loan Agreement, Cash Collateral
Account
Agreement or other Loan Document into which the Lock-Box Account
monies are
swept on a regular basis for the benefit of the Trustee as
successor to the
related Mortgage Loan Seller. Any Cash Collateral Account shall be
beneficially
owned for federal income tax purposes by the Person who is entitled
to receive
all reinvestment income or gain thereon in accordance with the
terms and
provisions of the related Mortgage Loan and Section 3.07, which
Person shall be
taxed on all reinvestment income or gain thereon in accordance with
the terms of
the related Mortgage Loan or Serviced Whole Loan. The Master
Servicer shall be
permitted to make withdrawals therefrom for deposit into the
Collection Account
or the applicable Serviced Whole Loan Collection Account, as
applicable. To the
extent not inconsistent with the terms of the related Loan
Documents, each such
Cash Collateral Account shall be an Eligible Account.
"Cash Collateral Account Agreement": With respect to any
Mortgage Loan or Serviced Whole Loan, the cash collateral account
agreement, if
any, between the related Originator and the related Borrower,
pursuant to which
the related Cash Collateral Account, if any, may have been
established.
"Casual Male HQ B Loan": As defined in the Preliminary
Statement.
"Casual Male HQ B Loan Noteholder": The holder of the Note for
the Casual Male HQ B Loan.
"Casual Male HQ Companion Loan": As defined in the Preliminary
Statement.
"Casual Male HQ Control Appraisal Period": A period which shall
exist with respect to the Casual Male HQ Mortgage Loan and Casual
Male HQ B
Loan, if and for so long as:
(a) (1) the initial principal balance of the Casual Male HQ B
Loan minus
(2) the sum (without duplication) of (x) any payments of
principal
(whether as principal prepayments or otherwise) allocated to
and
received
on the Casual Male HQ B Loan, (y) any appraisal reduction
amounts
allocated
to the Casual Male HQ B Loan and (z) any realized losses with
respect to
either the Casual Male HQ Loan or the Casual Male HQ B Loan
under
the
Pooling and Servicing Agreement then in effect, is less than
(b) 25% of the excess of (1) the initial principal balance of
the Casual
Male HQ B Loan over (2) any payments of principal (whether as
principal
prepayments or otherwise) allocated to and received on the
Casual
Male HQ B
Loan.
"Casual Male HQ Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of December
20, 2006 by and
between Bank of America, National Association and Bank of America,
National
Association, as from time to time amended, supplemented or
modified.
"Casual Male HQ Mortgage Loan": As defined in the Preliminary
Statement.
"Casual Male HQ Whole Loan": As defined in the Preliminary
Statement.
"Certificate": Any Class A-1, Class A-2A, Class A-2B, Class
A-3,
Class A-AB, Class A-4, Class A-1A, Class X, Class A-M, Class A-J,
Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class
M, Class N, Class O, Class P, Class Q, Class S, Class T, Class R or
Class LR
Certificate issued, authenticated and delivered hereunder.
"Certificate Balance": With respect to any Class of
Certificates
(other than the Class XS, Class XP, Class T, Class R and Class LR
Certificates)
(a) on or prior to the first Distribution Date, an amount equal to
the aggregate
initial Certificate Balance of such Class, as specified in the
Preliminary
Statement hereto, (b) as of any date of determination after the
first
Distribution Date, the Certificate Balance of such Class of
Certificates on the
Distribution Date immediately prior to such date of determination
less any
distributions allocable to principal and any allocations of
Realized Losses made
thereon on such prior Distribution Date.
"Certificate Custodian": Initially, the Trustee; thereafter,
any
other Certificate Custodian acceptable to the Depository and
selected by the
Trustee.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed pursuant to Section
5.02.
"Certificateholder": The Person whose name is registered in the
Certificate Register subject to the following:
(a) except as provided in clauses (b) and (d), for the purpose
of giving
any consent or taking any action pursuant to this Agreement,
any
Certificate beneficially owned by the Depositor, the Master
Servicer, the
Special
Servicer, the Trustee, a Manager or a Borrower or any Person
known
to a
Responsible Officer of the Certificate Registrar to be an Affiliate
of
any
thereof shall be deemed not to be outstanding and the Voting Rights
to
which it
is entitled shall not be taken into account in determining
whether
the
requisite percentage of Voting Rights necessary to effect any
such
consent or
take any such action has been obtained;
(b) for purposes of obtaining the consent of Certificateholders
to an
amendment of this Agreement, any Certificates beneficially owned
by
the Master
Servicer or the Special Servicer or an Affiliate thereof shall
be
deemed to
be outstanding, unless such amendment relates to compensation
of
the Master
Servicer or the Special Servicer or benefits the Master
Servicer
or the
Special Servicer (in its capacity as such) or any Affiliate
thereof
(other
than solely in its capacity as Certificateholder) in any
material
respect,
in which case such Certificates shall be deemed not to be
outstanding;
(c) except as provided in clause (d) below, for purposes of
obtaining
the consent of Certificateholders to any action proposed to be
taken by
the Special Servicer with respect to a Specially Serviced Loan,
any
Certificates beneficially owned by the Special Servicer or an
Affiliate
thereof
shall be deemed not to be outstanding;
(d) for the purpose of exercising its rights as a member of the
Controlling Class or as a Controlling Class Representative (if
applicable),
any
Certificate beneficially owned by the Master Servicer, the
Special
Servicer
or an Affiliate thereof will be deemed outstanding; and
(e) for purposes of providing or distributing any reports,
statements
or other information required or permitted to be provided to a
Certificateholder hereunder, a Certificateholder shall include
any
Beneficial
Owner, or (subject to a confidentiality agreement attached
hereto
as Exhibit
U) any Person identified by a Beneficial Owner as a prospective
transferee
of a Certificate beneficially owned by such Beneficial Owner,
but
only if
the Trustee or another party hereto furnishing such report,
statement
or information has been provided with the name of the
Beneficial
Owner of
the related Certificate or the Person identified as a
prospective
transferee
thereof. For purposes of the foregoing, the Depositor, the
Master
Servicer,
the Special Servicer, the Trustee, the Paying Agent or other
such
Person may
rely, without limitation, on a Depository Participant listing
from the
Depository or statements furnished by a Person that on their
face
appear to
be statements from a Depository Participant to such Person
indicating
that such Person beneficially owns Certificates.
"Certifying
Person": As defined in Section 10.8.
"Certifying Servicer": As defined in Section 10.11.
"Class": With respect to the Certificates or Lower-Tier Regular
Interests, all of the Certificates or Lower-Tier Regular Interests
bearing the
same alphabetical and numerical Class designation.
"Class A-1 Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-1
hereto.
"Class A-1 Pass-Through Rate": A per annum rate equal to
5.108%.
"Class A-1A Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-6
hereto.
"Class A-1A Pass-Through Rate": A per annum rate equal to
5.292%.
"Class A-2A Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-2A
hereto.
"Class A-2A Pass-Through Rate": A per annum rate equal to
5.219%.
"Class A-2B Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-2B
hereto.
"Class A-2B Pass-Through Rate": A per annum rate equal to
5.248%.
"Class A-3 Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-3
hereto.
"Class A-3 Pass-Through Rate": A per annum rate equal to
5.308%.
"Class A-4 Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-5
hereto.
"Class A-4 Pass-Through Rate": A per annum rate equal to
5.306%.
"Class A-AB Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-4
hereto.
"Class A-AB Pass-Through Rate": A per annum rate equal to
5.291%.
"Class A-J Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-10
hereto.
"Class A-J Pass-Through Rate": A per annum rate equal to
5.377%.
"Class A-M Certificate": Any one of the Certificates executed
and authenticated by the Trustee or the Authenticating Agent on
behalf of the
Depositor in substantially the form set forth in Exhibit A-9
hereto.
"Class A-M Pass-Through Rate": A per annum rate equal to
5.347%.
"Class B Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-11
hereto.
"Class B Pass-Through Rate": A per annum rate equal to 5.436%.
"Class C Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-12
hereto.
"Class C Pass-Through Rate": A per annum rate equal to 5.455.
"Class D Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-13
hereto.
"Class D Pass-Through Rate": A per annum rate equal to the
lesser of 5.495% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class E Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-14
hereto.
"Class E Pass-Through Rate": A per annum rate equal to the
lesser of 5.515% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class F Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-15
hereto.
"Class F Pass-Through Rate": A per annum rate equal to the
lesser of 5.535% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class G Certificate":
Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-16
hereto.
"Class G Pass-Through Rate": A per annum rate equal to the
lesser of 5.594% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class H Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-17
hereto.
"Class H Pass-Through Rate": A per annum rate equal to the
lesser of 5.772% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class Interest Shortfall": On any Distribution Date for any
Class of Certificates, the amount of interest required to be
distributed to the
Holders of such Class pursuant to Section 4.01(b) on such
Distribution Date
minus the amount of interest actually distributed to such Holders
pursuant to
such Section, if any.
"Class J Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-18
hereto.
"Class J Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate minus 0.0810%.
"Class K Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-19
hereto.
"Class K Pass-Through Rate": A per annum rate equal to the
Weighted Average Net Mortgage Pass-Through Rate.
"Class L Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-20
hereto.
"Class L Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class LA-1A-1 Interest," "Class LA-1A-2 Interest," "Class
LA-1A-3 Interest," "Class LA-1A-4 Interest," "Class LA-1A-5
Interest," "Class
LA-1A-6 Interest," "Class LA-1A-7 Interest," "Class LA-1A-8
Interest," "Class
LA-1A-9 Interest," "Class LA-1A-10 Interest," "Class LA-1A-11
Interest," "Class
LA-1A-12 Interest," "Class LA-1A-13 Interest," "Class LA-1A-14
Interest," "Class
LA-1A-15 Interest," "Class LA-1-1 Interest," "Class LA-1-2
Interest," "Class
LA-1-3 Interest," "Class LA-2A-1 Interest," "Class LA-2A-2
Interest," "Class
LA-2A-3 Interest," "Class LA-2B-1 Interest," "Class LA-2B-2
Interest," "Class
LA-2B-3 Interest," "Class LA-2B-4 Interest," "Class LA-3-1
Interest," "Class
LA-3-2 Interest," "Class LA-3-3 Interest," "Class LA-4-1 Interest,"
"Class
LA-4-2 Interest," "Class LA-4-3 Interest," "Class LA-4-4 Interest,"
"Class
LA-4-5 Interest," "Class LA-AB-1 Interest," "Class LA-AB-2
Interest," "Class
LA-J Interest," "Class LA-M Interest," "Class LB Interest," "Class
LC Interest,"
"Class LD-1 Interest," "Class LD-2 Interest," "Class LD-3
Interest," "Class LE-1
Interest," "Class LE-2 Interest," "Class LF-1 Interest," "Class
LF-2 Interest,"
"Class LG-1 Interest," "Class LG-2 Interest," "Class LG-3
Interest," "Class LH-1
Interest," "Class LH-2 Interest," "Class LJ-1 Interest," "Class
LJ-2 Interest,"
"Class LK-1 Interest," "Class LK-2 Interest," "Class LL-1
Interest," "Class LL-2
Interest," "Class LM Interest," "Class LN Interest," "Class LO
Interest," "Class
LP Interest," "Class LQ Interest," "Class LS Interest": Each, a
regular interest
in the Lower-Tier REMIC entitled to monthly distributions payable
thereto
pursuant to Section 4.01.
"Class LR Certificate": Any one of the Certificates executed
and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-29
hereto. The Class
LR Certificates have no Pass-Through Rate, Certificate Balance or
Notional
Balance.
"Class M Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-21
hereto.
"Class M Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class N Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-22
hereto.
"Class N Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class O Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-23
hereto.
"Class O Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class P Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-24
hereto.
"Class P Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class Q Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-25
hereto.
"Class Q Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class S Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-26
hereto.
"Class S Pass-Through Rate": A per annum rate equal to the
lesser of 5.062% and the Weighted Average Net Mortgage Pass-Through
Rate.
"Class R Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent on behalf
of the
Depositor in substantially the form set forth in Exhibit A-28
hereto. The Class
R Certificates have no Pass-Through Rate, Certificate Balance or
Notional
Balance.
"Class T Certificate": A Certificate designated as "Class T" on
the face thereof, in the form of Exhibit A-27 hereto.
"Class X Certificates": The Class XS and Class XP Certificates,
collectively.
"Class X Notional Amount": The Class XS Notional Amount or the
Class XP Notional Amount.
"Class XP Certificate": Any one of the Certificates with a
"Class XP" designation on the face thereof, substantially in the
form of Exhibit
A-9 attached hereto, and evidencing a "regular interest" in
Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class XP Component Crossover Date": With respect to each Class
XP Component, the related Class XP Crossover Date as set forth in
the table
below:
Class XP Component
Class XP Component
Crossover Date
------------------
--------------
XA-1-2 and XA-1A-2
July 2007
XA-1-3, XA-1A-3 and XA-2A-1
January 2008
XA-1A-4 and XA-2A-2
July 2008
XA-1A-5, XA-2A-3, XA-2B-1, XL-1, XM and XN
January 2009
XA-1A-6, XA-2B-2, XK-1 and XL-2
July 2009
XA-1A-7, XA-2B-3, XJ-1 and XK-2
January 2010
XA-1A-8, XA-2B-4, X-A-3-1, XH-1 and XJ-2
July 2010
XA-1A-9, XA-3-2, X-G-1 and XH-2
January 2011
XA-1A-10, XA-3-3, XA-AB-1 and X-G-2
July 2011
XA-1A-11, XA-AB-2, XA-4-1, XF-1 and XG-3
January 2012
XA-1A-12, XA-4-2, XE-1 and XF-2
July 2012
XA-1A-13, XA-4-3, XD-1 and XE-2
January 2013
XA-1A-14, XA-4-4 and XD-2
July 2013
XA-1A-15, XA-4-5, XA-M, XA-J, XB,
XC and XD-3
January 2014
"Class XP Components": Each of Component XA-1-2, Component
XA-1-3, Component XA-1A-2, Component XA-1A-3, Component XA-1A-4,
Component
XA-1A-5, Component XA-1A-6, Component XA-1A-7, Component XA-1A-8,
Component
XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12, Component
XA-1A-13, Component XA-1A-14, Component XA-1A-15, Component
XA-2A-1, Component
XA-2A-2, Component XA-2A-3, Component XA-2B-1, Component XA-2B-2,
Component
XA-2B-3, Component X-A2B-4, Component XA-3-1, Component XA-3-2,
Component
XA-3-3, Component XA-AB-1, Component XA-AB-2, Component XA-4-1,
Component
XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5,
Component XA-M,
Component XA-J, Component XB, Component XC, Component XD-1,
Component XD-2,
Component XD-3, Component XE-1, Component XE-2, Component XF-1,
Component XF-2,
Component XG-1, Component XG-2, Component XG-3, Component XH-1,
Component XH-2,
Component XJ-1, Component XJ-2, Component XK-1, Component XK-2,
Component XL-1,
Component XL-2, Component XM and Component XN.
"Class XP Fixed Strip Rate": A per annum rate equal to 0.0510%,
with respect to the Corresponding Components relating to the Class
J
Certificates.
"Class XP Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts of the Class XP
Components, excluding
the Class XP Components for which the Class XP Crossover Date has
previously
passed.
"Class XP Pass-Through Rate": (i) With respect to the initial
Distribution Date, 0.505%, (ii) with respect to any Distribution
Date subsequent
to the initial Distribution Date and on or before the Distribution
Date in
December 2013, the weighted average of the Class XP Strip Rates for
the
respective Class XP Components, weighted on the basis of the
respective
Component Notional Amounts of such Components outstanding
immediately prior to
such Distribution Date and (iii) with respect to any Distribution
Date beginning
with the Distribution Date in January 2014, 0%.
"Class XP Reference Rate": For any Distribution Date, the rate
per annum corresponding to such Distribution Date on Schedule VI
attached
hereto.
"Class XP Strip Rate": With respect to each of the Class XP
Components (A) for any Distribution Date occurring on or before the
related
Class XP Component Crossover Date, (1) with respect to each of the
Component
XJ-1 and the Component XJ-2, the Class XP Fixed Strip Rate and (2)
with respect
to each other Class XP Component, the excess, if any, of (x) the
lesser of (i)
the rate per annum corresponding to such Distribution Date as set
forth in
Schedule VI attached hereto and (ii) the Weighted Average Net
Mortgage Pass
Through Rate for such Distribution Date over (y) the Pass Through
Rate for the
Corresponding Certificates, and (B) for any Distribution Date
occurring after
the related Class XP Component Crossover Date, equal to zero. In no
event will
any Class XP Strip Rate be less than zero.
"Class XS Certificate": Any one of the Certificates with a
"Class XS" designation on the face thereof, substantially in the
form of Exhibit
A-9 attached hereto, and evidencing a "regular interest" in
Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class XS Notional Amount": As of any date of determination,
the
sum of the then Component Notional Amounts of all of the
Components.
"Class XS Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class XS Strip Rates for the
respective Class
XS 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. The Class XS Pass-Through Rate for
the initial
Distribution Date is 0.045% per annum.
"Class XS Strip Rate": With respect to any Class of Components
(other than Components that are also Class XP Components) for any
Distribution
Date, the (i) the Weighted Average Net Mortgage Pass Through Rate
for such
Distribution Date over (ii) the Pass Through Rate for the
Corresponding
Certificate. With respect to each Class of Components that are also
Class XP
Components (A) for any Distribution Date occurring on or before the
related
Class XP Component Crossover Date, the excess, if any, of the
Weighted Average
Net Mortgage Pass Through Rate for such Distribution Date over (1)
with respect
to each of Component XJ-1 and Component XJ-2, the sum of the (I)
the Class XP
Fixed Strip Rate and (II) the Pass Through Rate for the Class J
Certificates for
such Distribution Date and (2) for each other Class XP Component,
the greater of
(x) the Pass Through Rate for the Corresponding Certificates and
(y) the rate
per annum corresponding to such Distribution Date as set forth in
Schedule VI
attached hereto, and (B) for any Distribution Date occurring after
the related
Class XP Component Crossover Date, the excess, if any, of (i) the
Weighted
Average Net Mortgage Pass Through Rate for such Distribution Date
over the (ii)
Pass Through Rate for the Corresponding Certificates. In no event
will any Class
XS Strip Rate be less than zero.
"Clearstream": Clearstream Banking Luxembourg, a division of
Clearstream International, societe anonyme.
"Closing Date": December 21, 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, certificateholders,
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 whose
principal purpose is the establishment of industry standards for
reporting
transaction-specific information relating to commercial mortgage
pass-through
certificates and commercial mortgage-backed bonds and the
commercial mortgage
loans and foreclosed properties underlying or backing them to
investors holding
or owning such certificates or bonds, and any successor to such
other
association or organization. If an organization or association
described in one
of the preceding sentences of this definition does not exist,
"CMSA" shall be
deemed to refer to such other association or organization as shall
be selected
by the Master Servicer and reasonably acceptable to the Trustee,
the Special
Servicer and the Controlling Class Representative.
"CMSA Advance Recovery Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Advance Recoverability Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
approved by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Advance Recovery Report" available as of the
Closing Date on
the CMSA website, is reasonably acceptable to the Master
Servicer.
"CMSA Bond Level File": A data file substantially in the form
of, and containing the information called for in, the downloadable
form of the
"Bond Level File" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "Bond Level File" available as of the Closing Date
on the CMSA
Website, is reasonably acceptable to the Trustee.
"CMSA
Collateral Summary File": The data file substantially in
the form of, and containing the information called for in, the
downloadable form
of the "CMSA 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
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Collateral
Summary File"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Trustee.
"CMSA Financial File": A report substantially in the form of,
and containing the information called for in, the downloadable form
of the "CMSA
Financial File" available as of the Closing Date on the CMSA
Website, or such
other final form for the presentation of such information and
containing such
additional information as may from time to time be promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Financial File" available as of the Closing
Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or
the Special
Servicer, as applicable. The initial data for this report shall be
provided by
each Mortgage Loan Seller.
"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 "CMSA Loan Periodic Update File" available
as of the
Closing Date on the CMSA Website, or such other final form for the
presentation
of such information and containing such additional information as
may from time
to time be promulgated as recommended by the CMSA for commercial
mortgage
securities transactions generally and, insofar as it requires the
presentation
of information in addition to that called for by the form of the
"CMSA Loan
Periodic Update File" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable, and the Trustee and, provided, that each CMSA Loan
Periodic Update
File shall be accompanied by a CMSA Advance Recovery Report, if
such report is
required for a particular month, and all references herein to "CMSA
Loan
Periodic Update File" shall be construed accordingly.
"CMSA Loan Setup File": The report substantially in the form
of,
and containing the information called for in, the downloadable form
of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA
Website, or such
other final form for the presentation of such information and
containing such
additional information as may from time to time be promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "CMSA Loan Setup File" available as of the Closing
Date on the
CMSA Website, is reasonably acceptable to the Master Servicer or
the Special
Servicer, as applicable, and the Trustee.
"CMSA Property File": The monthly report substantially in the
form of, and containing the information called for, in the
downloadable form of
the "CMSA Property File" available as of the Closing Date on the
CMSA Website,
or such other final form for the presentation of such information
and containing
such additional information as may from time to time be promulgated
as
recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "CMSA Property File"
available as
of the Closing Date on the CMSA Website, is reasonably acceptable
to the Master
Servicer or the Special Servicer, as applicable.
"CMSA Reporting Package": Collectively,
(a) the CMSA Reports;
(b) the following eleven supplemental reports: (i) Delinquent
Loan Status Report, (ii) Historical Loan Modification and
Corrected
Mortgage Loan Report, (iii) Historical Liquidation Report, (iv)
REO
Status Report, (v) Operating Statement Analysis Report, (vi)
Comparative
Financial Status Report, (vii) Watch List, (viii) NOI
Adjustment
Worksheet, (ix) Loan Level Reserve/LOC Report, (x) Reconciliation
of
Funds Report and (xi) Total Loan Report; and
(c) such other reports as the CMSA may designate in the future
and any additional information as the Master Servicer, Special
Servicer
and the Trustee may from time to time agree.
In addition, the CMSA Reporting Package shall include the CMSA
Advance Recovery Report, if such report is required for a
particular month.
"CMSA Reports": Reports substantially in the forms of the CMSA
standard reporting package inclusive of the CMSA Loan Setup File,
the CMSA Loan
Periodic Update File, the CMSA Property File, the CMSA Financial
File, the CMSA
Special Servicer Defaulted Loan File, the CMSA Bond Level File and
the CMSA
Collateral Summary File.
"CMSA Special Servicer Defaulted Loan File:" The report
substantially in the form of, and containing the information called
for in, the
downloadable form of the "CMSA Special Servicer Loan File"
available as of the
Closing Date on the CMSA Website, or such other final form for the
presentation
of such information and containing such additional information as
may from time
to time be promulgated as recommended by the CMSA for commercial
mortgage
securities transactions generally and, insofar as it requires the
presentation
of information in addition to that called for by the form of the
"CMSA Special
Servicer Loan File" available as of the Closing Date on the CMSA
Website, is
reasonably acceptable to the Special Servicer.
"CMSA Supplemental Servicer Reports": The Delinquent Loan
Status
Report, the Historical Loan Modification and Corrected Mortgage
Loan Report, the
Historical Liquidation Report, the REO Status Report, the Watch
List, the NOI
Adjustment Worksheet, the Comparative Financial Status Report, the
Operating
Statement Analysis Report, the Loan Level Reserve/LOC Report, the
CMSA Advance
Recovery Report and the Total Loan Report.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or
such other primary website as the CMSA may establish for
dissemination of its
report forms.
"Code": The Internal Revenue Code of 1986, as amended from time
to time, any successor statute thereto, and any temporary or final
regulations
of the United States Department of the Treasury promulgated
pursuant thereto.
"Co-Lender Agreement": (i) With respect to the Mall of America
Whole Loan, the Mall of America Intercreditor Agreement, (ii) with
respect to
the EZ Storage Portfolio Whole Loan, the EZ Storage Portfolio
Intercreditor
Agreement, (iii) with respect to the First City Tower Whole Loan,
the First City
Tower Intercreditor Agreement, (iv) with respect to the
Fortress/Ryan's
Portfolio Whole Loan, the Fortress/Ryan's Portfolio Intercreditor
Agreement, (v)
with respect to the Casual Male HQ Whole Loan, the Casual Male HQ
Intercreditor
Agreement, (vi) with respect to the Sabre Office Centre Whole Loan,
the Sabre
Office Centre Intercreditor Agreement, (vii) with respect to the
Summit Park
Apartments Whole Loan, the Summit Park Apartments Intercreditor
Agreement,
(viii) with respect to the Shoppes at Savannah Whole Loan, the
Shoppes at
Savannah Intercreditor Agreement and (ix) with respect to the 777
Sunrise
Highway Whole Loan, the 777 Sunrise Highway Intercreditor
Agreement, in each
case, as applicable and as the context may require.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 3.05(a),
which shall be
entitled "Midland Loan Services, Inc., for the benefit of LaSalle
Bank National
Association, as Trustee, in trust for Holders of Deutsche Mortgage
& Asset
Receiving Corporation, COMM 2006-C8 Commercial Mortgage
Pass-Through
Certificates, Collection Account" and which must be an Eligible
Account.
"Collection Period": With respect to any Distribution Date and
each Mortgage Loan, the period that begins immediately following
the
Determination Date in the calendar month preceding the month in
which such
Distribution Date occurs (or, in the case of the Distribution Date
occurring in
December 2006, on the day after the Cut-off Date) and ending at the
close of
business on the Determination Date in the calendar month in which
such
Distribution Date occurs.
"Commission": The Securities and Exchange Commission.
"Companion Loan": Any of the Mall of America Pari Passu Loan,
the EZ Storage Portfolio Pari Passu Loan, the First City Tower B
Loan, the
Fortress/Ryan's Portfolio Pari Passu Loan, the Casual Male HQ B
Loan, the Sabre
Office Center B Loan, the Summit Park Apartments B Loan, the
Shoppes at Savannah
B Loan or the 777 Sunrise Highway B Loan, as applicable and as the
context may
require.
"Companion Loan Noteholder": A holder of a Companion Loan.
"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
promulgated as recommended by the CMSA for commercial mortgage
securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the
"Comparative
Financial Status Report" available as of the Closing Date on the
CMSA Website,
is reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable. In connection with preparing the CMSA Comparative
Financial Status
Report, the Master Servicer shall process (a) interim financial
statements
beginning with interim financial statements for the fiscal quarter
ending
December of 2006, and (b) annual financial statements beginning
with annual
financial statements for the 2006 fiscal year.
"Component": Each of Component X-A-1-1, Component XA-1-2,
Component XA-1-3, Component XA-1A-1, Component XA-1A-2, Component
XA-1A-3,
Component XA-1A-4, Component XA-1A-5, Component XA-1A-6, Component
XA-1A-7,
Component XA-1A-8, Component XA-1A-9, Component XA-1A-10, Component
XA-1A-11,
Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XA-1A-15,
Component XA-2A-1, Component XA-2A-2, Component XA-2A-3, Component
XA-2B-1,
Component X-A-2B-2, Component XA-2B-3, Component XA-2B-4, Component
XA-3-1,
Component XA-3-2, Component XA-3-3, Component XA-AB-1, Component
XA-AB-2,
Component XA-4-1, Component XA-4-2, Component XA-4-3, Component
XA-4-4,
Component XA-4-5, Component XA-M, Component XA-J, Component XB,
Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XE-1,
Component XE-2,
Component XF-1, Component XF-2, Component XG-1, Component XG-2,
Component XG-3,
Component XH-1, Component XH-2, Component XJ-1, Component XJ-2,
Component XK-1,
Component XK-2, Component XL-1, Component XL-2, Component XM,
Component XN,
Component XO, Component XP, Component XQ and Component XS.
"Component Notional Amount": With respect to each Component and
any date of determination, an amount equal to the then Lower-Tier
Principal
Balance of its Corresponding Lower-Tier Regular Interest.
"Component XA-1-1": One of the 63 components of the Class XS
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-1-1
as of any
date of determination.
"Component XA-1-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1-2 as of any date of
determination.
"Component XA-1-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1-3 as of any date of
determination.
"Component XA-1A-1": One of the 63 components of the Class XS
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-1A-1
as of any
date of determination.
"Component XA-1A-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-2 as of any date of
determination.
"Component XA-1A-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-3 as of any date of
determination.
"Component XA-1A-4": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-4 as of any date of
determination.
"Component XA-1A-5": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-5 as of any date of
determination.
"Component XA-1A-6": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-6 as of any date of
determination.
"Component XA-1A-7": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-7 as of any date of
determination.
"Component XA-1A-8": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-8 as of any date of
determination.
"Component XA-1A-9": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-9 as of any date of
determination.
"Component XA-1A-10": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-10 as of any date of
determination.
"Component XA-1A-11": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-11 as of any date of
determination.
"Component XA-1A-12": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-12 as of any date of
determination.
"Component XA-1A-13": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-13 as of any date of
determination.
"Component XA-1A-14": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-14 as of any date of
determination.
"Component XA-1A-15": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-1A-15 as of any date of
determination.
"Component XA-2A-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2A-1 as of any date of
determination.
"Component XA-2A-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2A-2 as of any date of
determination.
"Component XA-2A-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2A-3 as of any date of
determination.
"Component XA-2B-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2B-1 as of any date of
determination.
"Component XA-2B-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2B-2 as of any date of
determination.
"Component XA-2B-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2B-3 as of any date of
determination.
"Component XA-2B-4": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-2B-4 as of any date of
determination.
"Component XA-3-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-3-1 as of any date of
determination.
"Component XA-3-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-3-2 as of any date of
determination.
"Component XA-3-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-3-3 as of any date of
determination.
"Component XA-4-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-4-1 as of any date of
determination.
"Component XA-4-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-4-2 as of any date of
determination.
"Component XA-4-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-4-3 as of any date of
determination.
"Component XA-4-4": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-4-4 as of any date of
determination.
"Component XA-4-5": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-4-5 as of any date of
determination.
"Component XA-AB-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-AB-1 as of any date of
determination.
"Component XA-AB-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-AB-2 as of any date of
determination.
"Component XA-J": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-J as of any date of
determination.
"Component XA-M": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LA-M as of any date of
determination.
"Component XB": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LB as of any date of
determination.
"Component XC": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LC as of any date of
determination.
"Component XD-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LD-1 as of any date of
determination.
"Component XD-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LD-2 as of any date of
determination.
"Component XD-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LD-2 as of any date of
determination.
"Component XE-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LE-1 as of any date of
determination.
"Component XE-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LE-2 as of any date of
determination.
"Component XF-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LF-1 as of any date of
determination.
"Component XF-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LF-2 as of any date of
determination.
"Component XG-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LG-1 as of any date of
determination.
"Component XG-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LG-2 as of any date of
determination.
"Component XG-3": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LG-3 as of any date of
determination.
"Component XH-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LH-1 as of any date of
determination.
"Component XH-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LH-2 as of any date of
determination.
"Component XJ-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LJ-1 as of any date of
determination.
"Component XJ-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LJ-2 as of any date of
determination.
"Component XK-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LK-1 as of any date of
determination.
"Component XK-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LK-2 as of any date of
determination.
"Component XL-1": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LL-1 as of any date of
determination.
"Component XL-2": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LL-2 as of any date of
determination.
"Component XM": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LM as of any date of
determination.
"Component XN": One of the 63 components of the Class XS
Certificates and one of the 57 components of the Class XP
Certificates having a
Component Notional Amount equal to the then current Lower-Tier
Principal Balance
of Lower-Tier Regular Interest LN as of any date of
determination.
"Component XO": One of the 63 components of the Class XS
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LO as
of any date of
determination.
"Component XP": One of the 63 components of the Class XS
Certificates having a Component Notional Amount equal to the then
current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LP as
of any date of
determination.
"Component XQ": One of the 63 components of the Class XS
Certificates and having a Component Notional Amount equal to the
then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LQ as
of any date of
determination.
"Component XS": One of the 63 components of the Class XS
Certificates and having a Component Notional Amount equal to the
then current
Lower-Tier Principal Balance of Lower-Tier Regular Interest LS as
of any date of
determination.
"Condemnation Proceeds": Any awards resulting from the full or
partial condemnation or any eminent domain proceeding or any
conveyance in lieu
or in anticipation thereof with respect to a Mortgaged Property by
or to any
governmental, quasi-governmental authority or private entity with
condemnation
powers (other than amounts to be applied to the restoration,
preservation or
repair of such Mortgaged Property or released to the related
Borrower in
accordance with the terms of the applicable Mortgage Loan and, if
applicable,
the terms of the applicable Serviced Whole Loan) or, if applicable,
with respect
to the Mortgaged Property securing a Serviced Whole Loan, any
portion of such
amounts payable to the holders of the applicable Serviced Whole
Loan.
"Controlling Class": As of any date of determination, the Class
of Principal Balance Certificates with the latest alphabetical
Class designation
that has a then-aggregate Certificate Balance at least equal to 25%
of the
initial aggregate Certificate Balance of such Class of Principal
Balance
Certificates as of the Closing Date. As of the Closing Date, the
Controlling
Class will be the Class S Certificates. For purposes of determining
the
Controlling Class, the Class A-1, Class A-2A, Class A-2B, Class
A-3, Class A-AB,
Class A-4 and Class A-1A Certificates collectively will be treated
as one Class.
"Controlling Class Certificateholder": Each holder (or
Beneficial Owner, if applicable) of a Certificate of the
Controlling Class as
certified to the Trustee from time to time by such holder (or
Beneficial Owner).
"Controlling Class Representative": The Controlling Class
Certificateholder or its designee selected by more than 50% of the
Controlling
Class Certificateholders, by Certificate Balance, as certified by
the Trustee
from time to time; provided, however, that (i) absent such
selection, or (ii)
until a Controlling Class Representative is so selected or (iii)
upon receipt of
a notice from a majority of the Controlling Class
Certificateholders, by
Certificate Balance, that a Controlling Class Representative is no
longer
designated, the Controlling Class Certificateholder that owns the
largest
aggregate Certificate Balance of the Controlling Class will be the
Controlling
Class Representative; provided, further, that in order for the
Trustee to
certify the status of the Controlling Class Representative, the
Controlling
Class Representative must provide notice and certification of their
holdings
through the Depository to the Trustee as to its status as
Controlling Class
Representative upon which the Trustee shall use its best efforts to
verify such
status. LNR Securities Holdings, LLC shall be the initial
Controlling Class
Representative, without necessity of further notice or
selection.
"Corporate Trust Office": The offices of the Trustee located at
135 South LaSalle Street, Chicago, IL 60603, Attn: Global
Securities and Trust
Services- COMM 2006-C8, or the principal trust office of any
successor Trustee
qualified and appointed pursuant to Section 8.08.
"Corrected Mortgage Loan": As defined under the definition of
Specially Serviced Loan.
"Corresponding Certificate": As defined in the Preliminary
Statement with respect to any Corresponding Lower-Tier Regular
Interest.
"Corresponding Lower-Tier Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding
Certificates.
"Cross-Collateralized Mortgage Loans": Any two or more Mortgage
Loans listed on the Mortgage Loan Schedule that are
cross-collateralized with
each other.
"Cross-over Date": Means the Distribution Date on which the
Certificate Balance of each Class of Certificates other than the
Class A-1,
Class A-2A, Class A-2B, Class A-3, Class A-AB, Class A-4 and Class
A-1A
Certificates have been reduced to zero.
"Custodial Agreement": The Custodial Agreement, if any, from
time to time in effect between the Custodian named therein and the
Trustee, in
the form agreed to by the Trustee and the Custodian, as the same
may be amended
or modified from time to time in accordance with the terms
thereof.
"Custodian": Any Custodian appointed pursuant to Section 3.21
and, unless the Trustee is Custodian, named pursuant to any
Custodial Agreement.
If a Custodian is not so appointed, then the Custodian shall be the
Trustee. The
Custodian may (but need not) be the Trustee or the Master Servicer
or any
Affiliate of the Trustee or the Master Servicer, but may not be the
Depositor,
any Mortgage Loan Seller or any Affiliate thereof.
"Cut-off Date": With respect to each Mortgage Loan or Serviced
Whole Loan, December 1, 2006.
"DBS": Deutsche Bank Securities Inc.
"Debt Service Coverage Ratio": With respect to any Mortgage
Loan
or Serviced Whole Loan as of any date of determination and for any
period, the
ratio calculated by dividing the net operating income or net cash
flow, as
applicable, of the related Mortgaged Property or Mortgaged
Properties, as the
case may be, for the most recently ended 12-month trailing or
one-year period
for which data is available from the related Borrower (or
year-to-date until
such time that data for the trailing 12-month period is available),
before
payment of any scheduled payments of principal and interest on such
Mortgage
Loan or Serviced Whole Loan but after funding of required reserves
and
"normalized" by the Master Servicer pursuant to Section 3.13, by
the annual debt
service required by such Mortgage Loan or Serviced Whole Loan.
Annual debt
service shall be calculated by multiplying the Monthly Payment in
effect on such
date of determination for such Mortgage Loan or Serviced Whole Loan
by 12 (or
such fewer number of months for which related information is
available).
"Default Interest": With respect to any Mortgage Loan or
Serviced Companion Loan, interest accrued on such Mortgage Loan or
Serviced
Companion Loan at the excess of (i) the Default Rate over (ii) the
related
Mortgage Rate.
"Default Rate": With respect to each Mortgage Loan or Serviced
Companion Loan, the per annum rate at which interest accrues on
such Mortgage
Loan or Serviced Companion Loan following any event of default on
such Mortgage
Loan or Serviced Companion Loan, including a default in the payment
of a Monthly
Payment or a Balloon Payment.
"Defaulted Mortgage Loan": A Mortgage Loan or Serviced Whole
Loan which is delinquent at least 60 days in respect of its Monthly
Payments or
more than 30 days delinquent in respect of its Balloon Payment, if
any, in
either case such delinquency to be determined without giving effect
to any grace
period permitted by the related Loan Documents and without regard
to any
acceleration of payments under the related Mortgage Loan or
Serviced Whole Loan.
"Defeasance Account": As defined in Section 3.30(j).
"Delinquency": Any failure of a Borrower to make a scheduled
Monthly Payment or Balloon Payment on a Due Date.
"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
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Delinquent Loan
Status Report"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Master Servicer or the Special Servicer, as applicable.
"Denomination": As defined in Section 5.01(a).
"Depositor": Deutsche Mortgage & Asset Receiving Corporation,
a
Delaware corporation, and its successors and assigns.
"Depository": The Depository Trust Company or a successor
appointed by the Certificate Registrar (which appointment shall be
at the
direction of the Depositor if the Depositor is legally able to do
so).
"Depository Participant": A Person for whom, from time to time,
the Depository effects book-entry transfers and pledges of
securities deposited
with the Depository.
"Determination Date": With respect to any Distribution Date,
the
earlier of (i) the sixth day of the month in which the related
Distribution Date
occurs, or if such sixth day is not a Business Day, then the
immediately
preceding business day and (ii) the fourth Business Day prior to
the related
Distribution Date, commencing in January 2007.
"Directing Certificateholder": (a) with respect to any Mortgage
Loan, other than any Serviced Whole Loan or Non-Serviced Whole
Loan, the
Controlling Class Representative (or its designee); (b) with
respect to the Mall
of America Whole Loan, the Controlling Class Representative, (c)
with respect to
the EZ Storage Portfolio Whole Loan, the Person chosen by the
majority of the
Certificateholders and, if a majority of the Certificateholders
cannot agree,
then the Person chosen by the holder of the related Pari Passu
Loan, (d) with
respect to the First City Tower Whole Loan, as to certain matters
set forth in
Section 3.34 herein and as provided in the First City Tower
Intercreditor
Agreement, unless a First City Tower Control Appraisal Period (as
defined in the
First City Tower Intercreditor Agreement) exists or the holder of
the First City
Tower B Loan is the related Borrower or an affiliate thereof, the
First City
Tower B Loan Holder; provided that if a First City Tower Control
Appraisal
Period exists, or the First City Tower B Loan Holder is the related
borrower or
any affiliate thereof, the holder of the First City Tower Mortgage
Loan, (e)
with respect to the Fortress/Ryan's Portfolio Whole Loan, the
Person chosen by
the majority of the Certificateholders and, if a majority of
the
Certificateholders cannot agree, then the Person chosen by the
holder of the
related Serviced Companion Loan, (f) with respect to the Casual
Male HQ Whole
Loan, the holder of the Casual Male HQ B Loan unless and until a
Casual Male HQ
Control Appraisal Period has occurred, and thereafter the holder of
the Casual
Male HQ Mortgage Loan; provided that if and so long as at any time
prior to the
occurrence of a Casual Male HQ Control Appraisal Period the holder
of the Casual
Male HQ B Loan is the related borrower or any borrower related
party, the
Directing
Certificateholder with respect to the Casual Male HQ Mortgage
Loan
and related B Loan shall be the holder of the Casual Male HQ
Mortgage Loan, (g)
with respect to the Sabre Office Center Whole Loan, (i) as to
certain matters
set forth in Section 3.36 herein and as provided in the Sabre
Office Center
Intercreditor Agreement as to which the Sabre Office Center B Loan
Noteholder is
entitled to consent or approve, the Sabre Office Center B Loan
Noteholder and
(ii) as to all other matters, the Controlling Class Representative,
(h) with
respect to the Summit Park Apartments Whole Loan, (i) as to certain
matters set
forth in Section 3.36 herein and as provided in the Summit Park
Apartments
Intercreditor Agreement as to which the Summit Park Apartments B
Loan Noteholder
is entitled to consent or approve, the Summit Park Apartments B
Loan Noteholder
and (ii) as to all other matters, the Controlling Class
Representative, (i) with
respect to the Shoppes at Savannah Whole Loan, (i) as to certain
matters set
forth in Section 3.36 herein and as provided in the Shoppes at
Savannah
Intercreditor Agreement as to which the Shoppes at Savannah B Loan
Noteholder is
entitled to consent or approve, the Shoppes at Savannah B Loan
Noteholder and
(ii) as to all other matters, the Controlling Class Representative
and (j) with
respect to the 777 Sunrise Highway Whole Loan, (i) as to certain
matters set
forth in Section 3.36 herein and as provided in the 777 Sunrise
Highway
Intercreditor Agreement as to which the 777 Sunrise Highway B Loan
Noteholder is
entitled to consent or approve, the 777 Sunrise Highway B Loan
Noteholder and
(ii) as to all other matters, the Controlling Class
Representative.
Written notice of the identification of each Directing
Certificateholder, as set forth on Schedule VII attached hereto,
shall be
provided to the Master Servicer and Special Servicer on or prior to
the Closing
Date and any changes in such Person shall be promptly provided by
the Trustee
(to the extent the Trustee has actual knowledge of such change) in
writing to
the Master Servicer and Special Servicer.
"Directly Operate": With respect to any Serviced REO Property,
the furnishing or rendering of services to the tenants thereof that
are not
customarily provided to tenants in connection with the rental of
space for
occupancy only within the meaning of Treasury Regulations
Section
1.512(b)-1(c)(5), the management or operation of such REO Property,
the holding
of such REO Property primarily for sale to customers in the
ordinary course of a
trade or business, or any use of such REO Property in a trade or
business
conducted by the Trust Fund, or the performance of any construction
work on the
REO Property other than through an Independent Contractor;
provided, however,
that the Special Servicer, on behalf of the Trust Fund, shall not
be considered
to Directly Operate a Serviced REO Property solely because the
Special Servicer,
on behalf of the Trust Fund, 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 Serviced REO
Property or
takes other actions consistent with Treasury Regulations
Section
l.856-4(b)(5)(ii).
"Disclosure Documents": Collectively, the Time of Sale
Information, the Prospectus and the Private Placement
Memorandum.
"Disqualified Non-U.S. Person": With respect to a Class R or
Class LR Certificate, (A) any Non-U.S. Person or agent thereof
other than (i) a
Non-U.S. Person that holds the Class R or Class LR Certificate in
connection
with the conduct of a trade or business within the United States
and has
furnished the transferor and the Certificate Registrar with an
effective IRS
Form W-8ECI (or applicable successor Form promulgated by the IRS
for the purpose
of providing and certifying the information provided on Form W-8ECI
as of the
Closing Date) or (ii) a Non-U.S. Person that has delivered to both
the
transferor and the Certificate Registrar an opinion of a nationally
recognized
tax counsel to the effect that the transfer of the Class R or Class
LR
Certificate to it is in accordance with the requirements of the
Code and the
regulations promulgated thereunder and that such transfer of the
Class R or
Class LR Certificate will not be disregarded for federal income tax
purposes,
(B) any domestic partnership for U.S. federal income tax purposes,
one or more
of the direct or indirect beneficial owners (other than through a
U.S.
corporation) of which is (or is permitted under the applicable
partnership
agreement to be) a non-U.S. Person who is not described in clause
(A)(i) or (ii)
or (C) a U.S. Person with respect to whom income on the Class R or
Class LR
Certificate is attributable to a fixed base or foreign permanent
establishment,
within the meaning of an applicable income tax treaty, of such
Person or any
other U.S. Person.
"Disqualified Organization": Any of (a) the United States, a
State or any political subdivision thereof, any possession of the
United States,
or any agency or instrumentality of any of the foregoing (other
than an
instrumentality that is a corporation if all of its activities are
subject to
tax and a majority of its board of directors is not selected by any
such
governmental unit), (b) a foreign government, International
Organization (as
defined below) or agency or instrumentality of either of the
foregoing, (c) an
organization that is exempt from tax imposed by Chapter 1 of the
Code (including
the tax imposed by Code Section 511 on unrelated business taxable
income) on any
excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the
Class R or Class LR Certificates (except certain farmers'
cooperatives described
in Code Section 521), (d) rural electric and telephone cooperatives
described in
Code Section 1381(a)(2), or (e) any other Person so designated by
the
Certificate Registrar based upon an Opinion of Counsel to the
effect that any
Transfer to such Person may cause either Trust REMIC to be subject
to tax or to
fail to qualify as a REMIC at any time that the Certificates are
outstanding.
For the purposes of this definition, the terms "United States,"
"State" and
"International Organization" shall have the meanings set forth in
Code Section
7701 or successor provisions.
"Distribution Accounts": Collectively, the Upper-Tier
Distribution Account, the Lower-Tier Distribution Account and the
Grantor Trust
Distribution Account, all of which may be subaccounts of a single
Eligible
Account.
"Distribution Date": The 10th day of each month, or if such
10th
day is not a Business Day, the Business Day immediately following
such 10th day,
beginning in January 2007.
"Distribution Date Statement": As defined in Section 4.02(a).
"Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, Special Servicer
and Trustee,
which lists certain parties identified by the Depositor as having
failed to
comply with their respective obligations under Article X of this
Agreement or as
having failed to comply with any similar Regulation AB reporting
requirements
under any pooling and servicing agreement relating to any other
series of
certificates offered by the Depositor.
"Due Date": With respect to (i) any Mortgage Loan or Serviced
Whole Loan on or prior to its Maturity Date, the day of the month
set forth in
the related Note on which each Monthly Payment thereon is scheduled
to be first
due and (ii) any Mortgage Loan or Serviced Whole Loan after the
Maturity Date
therefore or any REO Loan, the day of the month set forth in the
related Note on
which each Monthly Payment on such Mortgage Loan or Serviced Whole
Loan had been
scheduled to be first due.
"EDGAR": The Commission's Electronic Data Gathering, Analysis
and Retrieval system.
"Early Termination Notice Date": Any date as of which the
aggregate Stated Principal Balance of the Mortgage Loans is less
than 1.0% of
the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off
Date.
"Eligible Account": Any of (i) (A) an account or accounts
maintained with a depository institution or trust company the short
term
unsecured debt obligations or commercial paper of which are rated
at least "P-1"
by Moody's and "F1" by Fitch, in the case of accounts in which
funds are held
for 30 days or less or, in the case of accounts in which funds are
held for more
than 30 days, the long term unsecured debt obligations of which are
rated at
least "Aa3" by Moody's and "AA-" by Fitch, or (B) as to which the
Trustee has
received written confirmation from each of the Rating Agencies that
holding
funds in such account would not cause any Rating Agency to qualify,
withdraw or
downgrade any of its then-current ratings on the Certificates, (ii)
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 substantially similar to 12 C.F.R. ss.
9.10(b), and
subject to supervision or examination by federal and state
authority, (iii) any
other account that, as evidenced by a written confirmation from
each Rating
Agency would not, in and of itself, cause a downgrade,
qualification or
withdrawal of the then-current ratings assigned to the
Certificates, which may
be an account maintained with the Trustee or the Master Servicer or
(iv) an
account or accounts maintained with PNC Bank, National Association
so long as
(A) PNC Bank, National Association's long-term unsecured debt
rating shall be at
least "A" from Fitch and "A-1" from Moody's and its short-term
unsecured debt
rating is at least "P-1" from Moody's (if the deposits are to be
held in the
account for more than 30 days) or (B) PNC Bank, National
Association's
short-term deposit or short-term unsecured debt rating shall be at
least "F1"
from Fitch and "P-1" from Moody's (if the deposits are to be held
in the account
for 30 days or less). Eligible Accounts may bear interest.
"Eligible Investor": Any of (i) a Qualified Institutional Buyer
that is purchasing for its own account or for the account of a
Qualified
Institutional Buyer to whom notice is given that the offer, sale or
transfer is
being made in reliance on Rule 144A or (ii) an Institutional
Accredited
Investor.
"Environmental Report": The environmental audit report or
reports with respect to each Mortgaged Property delivered to the
Mortgage Loan
Sellers in connection with the related Mortgage Loan.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
it may be amended from time to time.
"Escrow Account": As defined in Section 3.04(b). Any Escrow
Account may be a sub-account of the related Cash Collateral
Account.
"Escrow Payment": Any payment made by any Borrower to the
Master
Servicer pursuant to the related Mortgage, Cash Collateral Account
Agreement,
Lock-Box Agreement, Loan Agreement or other Loan Document for the
account of
such Borrower for application toward the payment of taxes,
insurance premiums,
assessments, environmental remediation and similar items in respect
of the
related Mortgaged Property or related to the satisfaction of
closing conditions
for the related Mortgage Loan or Serviced Whole Loan.
"Euroclear": The Euroclear System and its successors.
"Event of Default": A Master Servicer Event of Default or
Special Servicer Event of Default, as applicable.
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
interest
accrued on and allocable to such Mortgage Loan after the
Anticipated Repayment
Date allocable to the Excess Rate, including all interest accrued
thereon. The
Excess Interest shall not be an asset of either Trust REMIC formed
hereunder.
"Excess Liquidation Proceeds": With respect to any Mortgage
Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Companion
Loan, the excess
of (i) Net Liquidation Proceeds of such Mortgage Loan or Serviced
Companion Loan
or related Serviced REO Property, over (ii) the amount that would
have been
received if a principal payment and all other amounts due in full
had been made
with respect to such Mortgage Loan or Serviced Companion Loan on
the Due Date
immediately following the date on which such proceeds were
received.
"Excess Liquidation Proceeds Account": The segregated trust
account or sub-account created and maintained by the Trustee
pursuant to Section
3.05(j) in trust for the Certificateholders and, in the case of the
Serviced
Companion Loans, the Serviced Companion Loan Noteholders, which
shall be
entitled "LaSalle Bank National Association, as Trustee, in trust
for Holders of
Deutsche Mortgage & Asset Receiving Corporation, COMM 2006-C8
Commercial
Mortgage Pass-Through Certificates and, if applicable, Serviced
Companion Loan
Noteholders, Excess Liquidation Proceeds Account." The Excess
Liquidation
Proceeds Account must be an Eligible Account or a sub-account of an
Eligible
Account and will be an asset of the Lower-Tier REMIC.
"Excess Prepayment Interest Shortfall": With respect to the
Mortgage Loans in the Mortgage Pool, the aggregate Prepayment
Interest
Shortfalls with respect to the Mortgage Pool in excess of the
Servicer
Prepayment Interest Shortfall with respect to the Mortgage
Pool.
"Excess Rate": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate,
the excess of
(i) the applicable Revised Rate over (ii) the applicable Mortgage
Rate, each as
set forth in the Mortgage Loan Schedule.
"Excess Servicing Strip": The excess of the Servicing Fee Rate
over 0.005% (0.50 basis points) per annum, subject to reduction by
the Trustee
pursuant to Section 3.12(a).
"Exchange Act": The Securities Exchange Act of 1934, as
amended.
"Exchange Act Report": A monthly Distribution Date Statement,
Comparative Financial Status Report, Delinquent Loan Status Report,
Historical
Liquidation Report, Historical Loan Modification and corrected
Mortgage Loan
Report, REO Status Report, Operating Statement Analysis Report, NOI
Adjustment
Worksheet, Watch List, or Annual Compliance Report to be filed with
the
Commission, under cover of the related form required by the
Exchange Act.
"EZ Storage Portfolio Controlling Holder": The EZ Storage
Portfolio Noteholders acting in their collective capacity pursuant
to Section
2(h) of the EZ Storage Portfolio Intercreditor Agreement.
"EZ Storage Portfolio Intercreditor Agreement": With respect to
the EZ Storage Portfolio Whole Loan, the Agreement Among
Noteholders dated as of
November 17, 2006 by and between the holder of the EZ Storage
Portfolio Mortgage
Loan and the EZ Storage Portfolio Pari Passu Note A-1 Holder
relating to the
relative rights of such holders, as the same may be further amended
from time to
time in accordance with the terms thereof.
"EZ Storage Portfolio Mortgage Loan": As defined in the
preliminary statement.
"EZ Storage Portfolio Mortgaged Property": The property that
secures the EZ Storage Portfolio Whole Loan.
"EZ Storage Portfolio Noteholders": The holder of the Mortgage
Note for the EZ Storage Portfolio Mortgage Loan and the EZ Storage
Portfolio
Pari Passu Note A-1 Holder.
"EZ Storage Portfolio Pari Passu Loan": As defined in the
preliminary statement.
"EZ Storage Portfolio Pari Passu Note A-1": The Mortgage Note
related to the EZ Storage Portfolio Whole Loan that is not included
in the
Trust, which is pari passu in right of payment to the EZ Storage
Portfolio Pari
Passu Note A-2 to the extent set forth in the EZ Storage Portfolio
Intercreditor
Agreement.
"EZ Storage Portfolio Pari Passu Note A-1 Holder": The holder
of
the EZ Storage Portfolio Pari Passu Note A-1.
"EZ Storage Portfolio Pari Passu Note A-2": With respect to the
EZ Storage Portfolio Mortgage Loan, the related Mortgage Note that
is included
in the Trust Fund.
"EZ Storage Portfolio Service Providers": With respect to the
EZ
Storage Portfolio Pari Passu Loan that have been deposited into a
securitization
trust, the related trustee, master servicer, special servicer,
sub-servicer and
any other Person that makes principal and/or interest advances in
respect of
such mortgage loan pursuant to the related pooling and servicing
agreement.
"EZ Storage Portfolio Whole Loan": The EZ Storage Portfolio
Mortgage Loan together with the EZ Storage Portfolio Pari Passu
Note A-2.
References herein to the EZ Storage Portfolio Whole Loan shall be
construed to
refer to the aggregate indebtedness under the EZ Storage Portfolio
Pari Passu
Note A-1 and the EZ Storage Portfolio Pari Passu Note A-2.
"FASB": The Financial Accounting Standards Board's Statement
No.
140, entitled "Accounting for Transfers and Servicing of Financial
Assets and
Extinguishment of Liabilities", issued in September 2002.
"FDIC": The Federal Deposit Insurance Corporation or any
successor thereto.
"FHLMC": The Federal Home Loan Mortgage Corporation, or any
successor thereto.
"Final Recovery Determination": With respect to any Specially
Serviced Loan, Serviced REO Loan or any Mortgage Loan subject to
repurchase by
the related Mortgage Loan Seller pursuant to Section 2.03(d) or, in
the case of
a Whole Loan, subject to a purchase pursuant to the applicable
Co-Lender
Agreement or any Mortgage Loan or Whole Loan subject to purchase
pursuant to any
related mezzanine intercreditor agreement, the recovery of all
Insurance
Proceeds, Liquidation Proceeds, the related Repurchase Price and
other payments
or recoveries (including proceeds of the final sale of any Serviced
REO
Property) which the Master Servicer (or in the case of a Specially
Serviced Loan
or Serviced REO Loan, the Special Servicer), in its reasonable
judgment as
evidenced by a certificate of a Servicing Officer delivered to the
Trustee and
the Custodian (and the Master Servicer, if the certificate is from
the Special
Servicer), expects to be finally recoverable. The Master Servicer
shall maintain
records, prepared by a Servicing Officer, of each Final Recovery
Determination
until the earlier of (i) its termination as the Master Servicer
hereunder and
the transfer of such records to a successor servicer and (ii) five
years
following the termination of the Trust Fund.
"Financial Market Publisher": Bloomberg Financial Service.
"First City Tower B Loan": As defined in the Preliminary
Statement.
"First City Tower B Loan Noteholder": The holder of the Note
for
the First City Tower B Loan.
"First City Tower Companion Loan": As defined in the
Preliminary
Statement.
"First City Tower Control Appraisal Period": As defined in the
First City Tower Intercreditor Agreement.
"First City Tower Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of December
20, 2006 by and
between Barclays Capital Real Estate Inc. and Barclays Capital Real
Estate Inc.,
as from time to time amended, supplemented or modified.
"First City Tower Mortgage Loan": As defined in the Preliminary
Statement.
"First City Tower Whole Loan": As defined in the Preliminary
Statement.
"Fitch": Fitch, Inc., or any successor thereto.
"FNMA": The Federal National Mortgage Association or any
successor thereto.
"Form 8-K": A Current Report on Form 8-K under the Exchange Act
or such successor form as the Commission may specify from time to
time.
"Form 8-K Disclosure Information": As defined in Section 10.9.
"Fortress/Ryan's Portfolio Intercreditor Agreement": With
respect to the Fortress/Ryan's Portfolio Mortgage Loan and the
Fortress/Ryan's
Portfolio Pari Passu Loan, that certain intercreditor agreement,
dated as of the
Closing Date, by and among the initial holder of the
Fortress/Ryan's Portfolio
Mortgage Loan and the initial holder of the Fortress/Ryan's
Portfolio Pari Passu
Loan, as from time to time amended, supplemented or modified.
"Fortress/Ryan's Portfolio Mortgage Loan": As defined in the
preliminary statement herein.
"Fortress/Ryan's Portfolio Pari Passu Loan": As defined in the
preliminary statement herein.
"Fortress/Ryan's Portfolio Service Provider": With respect to
each Fortress/Ryan's Portfolio Pari Passu Loan that has been
deposited into a
securitization trust, the related trustee, master servicer, special
servicer,
sub-servicer and any other Person that makes principal and/or
interest advances
in respect of such mortgage loan pursuant to the related pooling
and servicing
agreement.
"Fortress/Ryan's Portfolio Whole Loan": As defined in the
preliminary statement herein.
"GACC": German American Capital Corporation, in its capacity as
a Mortgage Loan Seller, and its successors.
"GACC Defeasance Rights and Obligations": As defined in Section
3.30(m).
"GACC Indemnification Agreement": The agreement dated as of
December 13, 2006 from GACC to the Depositor and the
Underwriters.
"GACC Purchase Agreement": The Mortgage Loan Purchase Agreement
dated and effective the Closing Date, between GACC and the
Depositor.
"GECC": General Electric Capital Corporation, in its capacity
as
Mortgage Loan Seller, and its successors.
"GECC Indemnification Agreement": The agreement dated as of
December 13, 2006 from GECC to the Depositor and the
Underwriters.
"GECC Purchase Agreement": The Mortgage Loan Purchase
Agreement,
dated and effective the Closing Date, between GECC and the
Depositor.
"GECC Mortgage Loans": The Mortgage Loans transferred to the
Trust pursuant to the GECC Purchase Agreement.
"Global Certificates": The Class A-1, Class A-2A, Class A-2B,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class XP, Class XS,
Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q
and Class S
Certificates.
"Grantor Trust": As defined in the Preliminary Statement
herein.
"Grantor Trust Distribution Account": The segregated trust
account or sub-account created and maintained by the Trustee
pursuant to Section
3.05(c), which shall be entitled "LaSalle Bank National
Association, as Trustee
in trust for Holders of Deutsche Mortgage & Asset Receiving
Corporation, COMM
2006-C8 Commercial Mortgage Pass Through Certificates, Grantor
Trust
Distribution Account," and which must be an Eligible Account or a
sub-account of
an Eligible Account. The Grantor Trust Distribution Account shall
not be an
asset of either Trust REMIC.
"Grantor Trust Provisions": Subpart E of Part I of subchapter J
of the Code and Treasury Regulations Section 301.7701-4(c).
"Group 1 Mortgage Loan" shall mean any Mortgage Loan identified
on the Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan" shall mean any 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 the Comprehensive Environmental
Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or
any other
environmental laws now existing, and specifically including,
without limitation,
asbestos and asbestos-containing materials, polychlorinated
biphenyls ("PCBs"),
radon gas, petroleum and petroleum products, urea formaldehyde and
any
substances classified as being "in inventory," "usable work in
process" or
similar classification which would, if classified as unusable, be
included in
the foregoing definition.
"Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the
downloadable form of
the "Historical Liquidation Report" available as of the Closing
Date on the CMSA
Website, or such other form for the presentation of such
information and
containing such additional information as may from time to time be
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Historical
Liquidation Report"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Master Servicer or the Special Servicer, as applicable.
"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
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Historical Loan
Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on
the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"Holder": With respect to any Certificate, a Certificateholder;
with respect to any Lower-Tier Regular Interest, the Trustee.
"Indemnification Agreements": Each of the GACC Indemnification
Agreement, BCRE Indemnification Agreement, BANA Indemnification
Agreement and
GECC Indemnification Agreement.
"Indemnified Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.
"Indemnifying Party": As defined in Section 8.05(d), or Section
8.05(h), as the context requires.
"Independent": When used with respect to any specified Person,
any such Person who (i) does not have any direct financial
interest, or any
material indirect financial interest, in any of the Depositor, the
Trustee, the
Master Servicer, the Special Servicer, the Directing
Certificateholder, any
Borrower or Manager or any Affiliate thereof, and (ii) is not
connected with any
such Person thereof as an officer, employee, promoter, underwriter,
trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be
an
"independent contractor" with respect to the Trust Fund within the
meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate
investment
trust (except that the ownership tests 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 or 35% or more of the aggregate value of all
Classes of
Certificates), provided that the Trust Fund does not receive or
derive any
income from such Person and the relationship between such Person
and the Trust
Fund is at arm's length, all within the meaning of Treasury
Regulations Section
1.856-4(b)(5) (except neither the Master Servicer nor the Special
Servicer shall
be considered to be an Independent Contractor under the definition
in this
clause (i) unless an Opinion of Counsel (at the expense of the
party seeking to
be deemed an Independent Contractor) addressed to the Master
Servicer or the
Special Servicer, as applicable, and the Trustee has been delivered
to the
Trustee to that effect) or (ii) any other Person (including the
Master Servicer
and the Special Servicer) if the Master Servicer or the Special
Servicer, as
applicable, on behalf of itself and the Trustee has received an
Opinion of
Counsel (at the expense of the party seeking to be deemed an
Independent
Contractor) to the effect that the taking of any action in respect
of any
Serviced 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 Serviced REO Property to cease to
qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of
the Code
(determined without regard to the exception applicable for purposes
of Section
860D(a) of the Code) or cause any income realized in respect of
such Serviced
REO Property to fail to qualify as Rents from Real Property
(provided that such
income would otherwise so qualify).
"Individual Certificate": Any Certificate in definitive, fully
registered physical form without interest coupons.
"Initial Purchasers": DBS, Banc of America Securities LLC and
their respective successors in interest.
"Initial Rate": The stated Mortgage Rate with respect to an ARD
Loan.
"Initial Resolution Period": As defined in Section 2.03(d).
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation D
promulgated
under the Act, or an entity in which all the equity owners meet
such
requirements.
"Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a
Mortgage Loan or
Serviced Whole Loan (including any amounts paid by the Master
Servicer pursuant
to Section 3.08).
"Interest Accrual Amount": With respect to any Distribution
Date
and any Class of Certificates (other than the Class T, Class R and
Class LR
Certificates), an amount equal to interest for the related Interest
Accrual
Period at the Pass-Through Rate for such Class on the related
Certificate
Balance or Notional Balance, as applicable, outstanding immediately
prior to
such Distribution Date minus the amount of any Excess Prepayment
Interest
Shortfall, allocated to such Class with respect to such
Distribution Date.
Calculations of interest due in respect of the Certificates shall
be made on the
basis of a 360-day year consisting of twelve 30-day months.
"Interest Accrual Period": With respect to any Distribution
Date, the calendar month immediately preceding the month in which
such
Distribution Date occurs.
"Interest Deposit Amount": shall be the aggregate of the
following amounts, with respect to the Mortgage Loan next to such
amount, which
in each case represents the aggregate amount of interest that would
have accrued
at the related Mortgage Rate on the Stated Principal Balance as of
the Cut-off
Date of such Mortgage Loan had such Mortgage Loan been originated
on December 1,
2006, from and including December 1, 2006 but excluding January 1,
2007:
Interest Deposit
Name
Amount ($)
----
----------
Empirian Chesapeake
320,617.50
369 Lexington Avenue
290,883.33
300 7th Street
252,960.00
2 West 46th Street
232,121.11
Westin Portland
196,677.78
Longford Medical Center
176,434.78
North Bronx Portfolio
172,695.83
Heron Cay MHP
152,068.76
1900 Bryant Street
127,392.78
CityPlace II
129,532.64
Hotel Lucia
122,923.61
Hotel Max
110,139.56
BJ's Wholesale Club - Wallingford
84,174.47
Annunziata Portfolio III
73,134.60
Vero Palm MHP
61,100.16
Designer Outlet Center
53,298.13
Hampton Inn Salt Lake City
48,308.33
Office Max Plaza - Scottsdale B
45,229.69
Lake Lucerne Towers B
44,979.28
5 Enterprise Drive
43,032.13
41-29 46th Street
38,168.75
River Crossing
36,642.00
Annunziata Portfolio I
32,972.55
1 North Central Avenue
31,411.61
Storage Outlet - Gardena
29,243.33
Signature Place
27,180.97
Strand Capital Partners XI
27,397.11
Town Center - Sugarland
23,017.50
Annunziata Portfolio II
16,362.32
Total:
$3,000,100.61
"Interest Reserve Account": The segregated trust account or
sub-account created and maintained by the Trustee pursuant to
Section 3.05(f),
which shall be entitled "LaSalle Bank National Association, as
Trustee, in trust
for Holders of Deutsche Mortgage & Asset Receiving Corporation,
COMM 2006-C8
Mortgage Pass-Through Certificates, Interest Reserve Account" and
which must be
an Eligible Account or a sub-account of an Eligible Account. The
Interest
Reserve Account shall be an asset of the Lower-Tier REMIC.
"Interested Person": As of any date of determination, the
Depositor, the Master Servicer, Special Servicer, the Trustee, any
Holder of a
Certificate, any Borrower, any Manager, any Independent Contractor
engaged by
the Special Servicer pursuant to Section 3.17, or any Person known
to a
Responsible Officer of the Trustee to be an Affiliate of any of
them.
"Investment Account": As defined in Section 3.07(a).
"Investment Representation Letter": As defined in Section
5.02(c)(i)(A).
"IRS": The Internal Revenue Service.
"Late Collections": With respect to any Mortgage Loan or
Serviced Whole Loan, all amounts received thereon during any
Collection Period
(or the related grace period), whether as payments, Insurance
Proceeds,
Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late
payments or collections of principal or interest due in respect of
such Mortgage
Loan or Serviced Whole Loan (without regard to any acceleration of
amounts due
thereunder by reason of default) on a Due Date in a previous
Collection Period
and not previously recovered. With respect to any REO Loan, all
amounts received
in connection with the related REO Property during any Collection
Period
(including any grace period applicable under the original Mortgage
Loan or
Serviced Whole Loan), whether as Insurance Proceeds, Condemnation
Proceeds,
Liquidation Proceeds, REO Proceeds or otherwise, which represent
late
collections of principal or interest due or deemed due in respect
of such REO
Loan or the predecessor Mortgage Loan or Serviced Whole Loan
(without regard to
any acceleration of amounts due under the predecessor Mortgage Loan
or Serviced
Whole Loan by reason of default) on a Due Date in a previous
Collection Period
and not previously recovered. The term "Late Collections" shall
specifically
exclude Penalty Charges.
"Liquidation Expenses": All customary, reasonable and necessary
"out of pocket" costs and expenses incurred by the Master Servicer,
the Special
Servicer and the Trustee in connection with the liquidation of any
Mortgage Loan
or Serviced Whole Loan or the liquidation of a Serviced REO
Property or the sale
of any Mortgage Loan pursuant to Section 3.18 or Section 9.01
(including,
without limitation, legal fees and expenses, committee or referee
fees, and, if
applicable, brokerage commissions, and conveyance taxes).
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Loan or Serviced REO Loan or
with respect to
each Mortgage Loan as specified in clause (b) of this definition,
in each case
as to which the Special Servicer obtains a full, partial or
discounted payoff
from the related Borrower or Mortgage Loan Seller, as applicable,
or any
Liquidation Proceeds with respect thereto (in any case, other than
amounts for
which a Workout Fee has been paid, or will be payable), equal to
the product of
the Liquidation Fee Rate and the proceeds of such full or
discounted payoff or
the net Liquidation Proceeds (net of the related costs and expenses
associated
with the related liquidation) related to such liquidated or
repurchased Mortgage
Loan or Specially Serviced Loan, as the case may be; provided,
however, that (a)
no such fee shall be payable with respect to clauses (iii) or (v)
of the
definition of Liquidation Proceeds (except, in the case of clause
(iii), to the
extent a Liquidation Fee is required to be paid pursuant to Section
3.18
hereof); no such fee shall be payable in the case of clause (vi) of
the
definition of Liquidation Proceeds unless the existing or any
future related
mezzanine intercreditor agreement requires the purchaser to pay
such fee; with
respect to a Serviced Whole Loan, no such fee shall be payable in
the case of
clause (vii) of the definition of Liquidation Proceeds except to
the extent the
related Co-Lender Agreement requires the purchaser to pay such fee,
and (b) in
the case of a final disposition consisting of the repurchase of a
Mortgage Loan
(or related REO Loan) by the applicable Mortgage Loan Seller
pursuant to Section
2.03(d), no such fee shall be paid by a Mortgage Loan Seller or be
due to the
Special Servicer if the applicable Mortgage Loan Seller repurchases
such
Mortgage Loan within the time period set forth in Section 2.03(d)
(and giving
effect to any applicable extension period beyond the end of the
Initial
Resolution Period set forth in Section 2.03(d)) and, with respect
to any
Serviced Companion Loan that is the subject of an Other
Securitization, no such
fee shall be due to the Special Servicer under this Agreement in
connection with
a repurchase of such Serviced Companion Loan under the applicable
Serviced
Companion Loan Securitization Agreement.
"Liquidation Fee Rate": A rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance
Proceeds and Condemnation Proceeds and REO Revenues) received by or
paid to the
Master Servicer or the Special Servicer in connection with: (i) the
liquidation
of a Mortgaged Property or other collateral constituting security
for a
Defaulted Mortgage Loan, through trustee's sale, foreclosure sale,
REO
Disposition or otherwise, exclusive of any portion thereof required
to be
released to the related Borrower in accordance with applicable law
and the terms
and conditions of the related Note and Mortgage; (ii) the
realization upon any
deficiency judgment obtained against a Borrower; (iii) the purchase
of a
Defaulted Mortgage Loan by the Directing Certificateholder or the
Special
Servicer; (iv) the repurchase of a Mortgage Loan (or related REO
Loan) by the
applicable Mortgage Loan Seller pursuant to Section 2.03(d); (v)
the purchase of
all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan
by the Sole Certificateholder, the Certificateholder owning a
majority of the
Percentage Interests in the Controlling Class, the Special Servicer
or the
Master Servicer pursuant to Section 9.01; (vi) in connection with
any existing
mezzanine indebtedness or any mezzanine indebtedness that may exist
on a future
date, the purchase of the related Mortgage Loan by a mezzanine
lender; (vii) in
the case of the First City Tower Mortgage Loan, the Casual Male HQ
Mortgage
Loan, the Sabre Office Center Mortgage Loan, the Summit Park
Apartments Mortgage
Loan, the Shoppes at Savannah Mortgage Loan and the 777 Sunrise
Highway Mortgage
Loan, the purchase of such Mortgage Loan by a related Serviced B
Loan
Noteholder, or the applicable designee, as applicable, pursuant to
the related
Co-Lender Agreement or (viii) except for purposes of Section
3.12(c) and (d),
the transfer of any Loss of Value Payments from the Loss of Value
Reserve Fund
to the Collection Account.
"LNR Partners": LNR Partners, Inc., a Florida corporation, and
its successors.
"Loan Agreement": With respect to any Mortgage Loan or Serviced
Whole Loan, the loan agreement, if any, between the related
Originator and the
Borrower, pursuant to which such Mortgage Loan was made.
"Loan Documents": With respect to any Mortgage Loan or Serviced
Whole Loan, the documents executed or delivered in connection with
the
origination of such Mortgage Loan or Serviced Whole Loan or
subsequently added
to the related Mortgage File.
"Loan Group": Either Loan Group 1 or Loan Group 2.
"Loan Group 1": Collectively, all of the Mortgage Loans that
are
Group 1 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 1 Principal Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the Principal
Distribution
Amount attributable to Loan Group 1.
"Loan Group 2": Collectively, all of the Mortgage Loan that are
Group 2 Mortgage Loans and any successor REO Loans with respect
thereto.
"Loan Group 2 Principal Distribution Amount": With respect to
any Distribution Date, that portion, if any, of the Principal
Distribution
Amount attributable to Loan Group 2.
"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/LOC Report" available as of the Closing
Date on the CMSA
Website, or such other final form for the presentation of such
information and
containing such additional information as may from time to time be
promulgated
as recommended by the CMSA for commercial mortgage securities
transactions
generally and, insofar as it requires the presentation of
information in
addition to that called for by the form of the "Loan Level
Reserve/LOC Report"
available as of the Closing Date on the CMSA Website, is reasonably
acceptable
to the Master Servicer or the Special Servicer, as applicable.
"Loan Number": With respect to any Mortgage Loan, the loan
number by which such Mortgage Loan was identified on the books and
records of
the Depositor or any sub-servicer for the Depositor, as set forth
in the
Mortgage Loan Schedule.
"Loan Seller Sub-Servicer": A Servicing Function Participant or
Sub-Servicer required to be retained by the Master Servicer or the
Special
Servicer by a Mortgage Loan Seller, as listed on Exhibit W hereto,
or any
successor thereto, including any Successful Sub-Servicing
Bidder.
"Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to the related Loan
Documents to
receive revenues therefrom. Any Lock-Box Account shall be
beneficially owned for
federal income tax purposes by the Person who is entitled to
receive the
reinvestment income or gain thereon in accordance with the terms
and provisions
of the related Mortgage Loan or Serviced Whole Loan and Section
3.07, which
Person shall be taxed on all reinvestment income or gain thereon.
The Master
Servicer shall be permitted to make withdrawals therefrom for
deposit into the
related Cash Collateral Accounts in accordance with the terms of
the related
Mortgage Loan.
"Lock-Box Agreement": With respect to any Mortgage Loan or
Serviced Whole Loan, the lock-box agreement, if any, between the
related
Originator and the Borrower, pursuant to which the related Lock-Box
Account, if
any, may have been established.
"Loss of Value Payment": As defined in Section 2.03(d).
"Loss of Value Reserve Fund": The "outside reserve fund"
(within
the meaning of Treasury Regulations Section 1.860G-2(h)) designated
as such
pursuant to Section 3.05(e) of this Agreement. The Loss of Value
Reserve Fund
will be part of the Trust Fund but not part of the Grantor Trust or
either Trust
REMIC.
"Lower-Tier Distribution Account": The segregated trust account
or sub-account created and maintained by the Trustee pursuant to
Section
3.05(b), which shall be entitled "LaSalle Bank National
Association, as Trustee,
in trust for Holders of Deutsche Mortgage & Asset Receiving
Corporation, COMM
2006-C8 Commercial Mortgage Pass-Through Certificates, Lower-Tier
Distribution
Account" and which must be an Eligible Account or a sub-account of
an Eligible
Account. The Lower-Tier Distribution Account shall be an asset of
the Lower-Tier
REMIC.
"Lower-Tier Distribution Amount": As defined in Section
4.01(a).
"Lower-Tier Principal Balance": With respect to any Class of
Lower-Tier Regular Interest, initially will equal the original
principal balance
set forth in the Preliminary Statement herein, and from time to
time will equal
such amount reduced by the amount of distributions of the
Lower-Tier
Distribution Amount allocable to principal and Realized Losses
allocable thereto
in all prior periods as described in Section 4.01(a) and 4.01(f)
hereof.
"Lower-Tier Regular Interests": The Class LA-1A-1 Interest, the
Class LA-1A-2 Interest, the Class LA-1A-3 Interest, the Class
LA-1A-4 Interest,
the Class LA-1A-5 Interest, the Class LA-1A-6 Interest, the Class
LA-1A-7
Interest, the Class LA-1A-8 Interest, the Class LA-1A-9 Interest,
the Class
LA-1A-10 Interest, the Class LA-1A-11 Interest, the Class LA-1A-12
Interest, the
Class LA-1A-13 Interest, the Class LA-1A-14 Interest, the Class
LA-1A-15
Interest, the Class LA-1-1 Interest, the Class LA-1-2 Interest, the
Class LA-1-3
Interest, the Class LA-2A-1 Interest, the Class LA-2A-2 Interest,
the Class
LA-2A-3 Interest, the Class LA-2B-1 Interest, the Class LA-2B-2
Interest, the
Class LA-2B-3 Interest, the Class LA-2B-4 Interest, the Class
LA-3-1 Interest,
the Class LA-3-2 Interest, the Class LA-3-3 Interest, the Class
LA-4-1 Interest,
the Class LA-4-2 Interest, the Class LA-4-3 Interest, the Class
LA-4-4 Interest,
the Class LA-4-5 Interest, the Class LA-AB-1 Interest, the Class
LA-AB-2
Interest, the Class LA-J Interest, the Class LA-M Interest, the
Class LB
Interest, the Class LC Interest, the Class LD-1 Interest, the Class
LD-2
Interest, the Class LD-3 Interest, the Class LE-1 Interest, the
Class LE-2
Interest, the Class LF-1 Interest, the Class LF-2 Interest, the
Class LG-1
Interest, the Class LG-2 Interest, the Class LG-3 Interest, the
Class LH-1
Interest, the Class LH-2 Interest, the Class LJ-1 Interest, the
Class LJ-2
Interest, the Class LK-1 Interest, the Class LK-2 Interest, the
Class LL-1
Interest, the Class LL-2 Interest, the Class LM Interest, the Class
LN Interest,
the Class LO Interest, the Class LP Interest, the Class LQ Interest
and the
Class LS Interest issued by the Lower-Tier REMIC and held by the
Trustee as
assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest
(i) relates to
a Class of Certificates (other than the Class R, Class LR, Class X
and Class T
Certificates), (ii) is uncertificated, (iii) has an initial
Lower-Tier Principal
Balance equal to the original Lower-Tier Principal Balance set
forth in the
Preliminary Statement herein, (iv) has a Pass-Through Rate equal to
the Weighted
Average Net Mortgage Pass-Through Rate, (v) has a "latest possible
maturity
date," within the meaning of Treasury Regulations Section
1.860G-1(a), that is
the Rated Final Distribution Date and (vi) is entitled to the
distributions in
the amounts and at the times specified in Section 4.01(a)(ii) and
Section
4.01(c).
"Lower-Tier REMIC": A segregated asset pool within the Trust
Fund consisting of the Mortgage Loans (exclusive of Excess
Interest),
collections thereon, the Trust's interest in any REO Property
acquired in
respect thereof, amounts related thereto held from time to time in
the
Collection Account and the Lower-Tier Distribution Account, the REO
Account (to
the extent of the Trust Fund's interest therein), the Interest
Reserve Account,
amounts held from time to time and the Excess Liquidation Proceeds
Account (to
the extent of the Trust Fund's interest therein) in respect
thereof, and all
other property included in the Trust Fund that is not in the
Upper-Tier REMIC or
the Grantor Trust.
"MAI": Member of the Appraisal Institute.
"Mall of America Intercreditor Agreement": With respect to the
Mall of America Mortgage Loan and the Mall of America Pari Passu
Loans, that
certain intercreditor agreement, dated as of the Closing Date, by
and among the
initial holder of the Mall of America Mortgage Loan and the initial
holders of
the Mall of America Pari Passu Loans, as from time to time amended,
supplemented
or modified.
"Mall of America Mortgage Loan": As defined in the preliminary
statement herein.
"Mall of America Pari Passu Loans": As defined in the
preliminary statement herein.
"Mall of America Service Provider": With respect to each Mall
of
America Pari Passu Loan that has been deposited into a
securitization trust, the
related trustee, master servicer, special servicer, sub-servicer
and any other
Person that makes principal and/or interest advances in respect of
such mortgage
loan pursuant to the related pooling and servicing agreement.
"Mall of America Whole Loan": As defined in the preliminary
statement herein.
"Management Agreement": With respect to any Mortgage Loan or
Serviced Whole Loan, the Management Agreement, if any, by and
between the
Manager and the related Borrower, or any successor Management
Agreement between
such parties.
"Manager": With respect to any Mortgage Loan or Serviced Whole
Loan, any property manager for the related Mortgaged
Properties.
"Master Servicer Event of Default": As defined in Section
7.01(a).
"Master Servicer": Midland Loan Services, Inc., a Delaware
corporation, or any successor Master Servicer appointed as herein
provided.
"Master Servicing Fee": With respect to each Mortgage Loan or
Serviced Pari Passu Companion Loan and for any Distribution Date,
an amount per
Interest Accrual Period equal to the product of (i) the respective
Master
Servicing Fee Rate and (ii) the Stated Principal Balance of such
Mortgage Loan
or Serviced Pari Passu Companion Loan as of the Due Date in the
immediately
preceding Collection Period (without giving effect to payments of
principal on
such Mortgage Loan or Serviced Pari Passu Companion Loan on such
Due Date). For
the avoidance of doubt, with respect to any B Loan, no Master
Servicing Fee
shall accrue or be payable on the principal balance thereof.
"Master Servicing Fee Rate": With respect to each Mortgage
Loan,
the rate per annum set forth on Exhibit B-2.
"Material Breach": As defined in Section 2.03(d).
"Material Defect": As defined in Section 2.03(d).
"Maturity Date": With respect to any Mortgage Loan or Serviced
Companion Loan as of any date of determination, the date on which
the last
payment of principal is due and payable under the related Note,
after taking
into account all Principal Prepayments received prior to such date
of
determination, but without giving effect to (i) any acceleration of
the
principal of such Mortgage Loan or Serviced Companion Loan by
reason of default
thereunder or (ii) any grace period permitted by the related
Note.
"MERS": Mortgage Electronic Registration Systems, Inc.
"Modified Mortgage Loan": Any Specially Serviced Loan which has
been modified by the Special Servicer pursuant to Section 3.30 in a
manner that:
(a) affects the amount or timing of any payment of principal or
interest
due thereon (other than, or in addition to, bringing current
Monthly
Payments with respect to such Mortgage Loan or Serviced
Companion
Loan),
including any reduction in the Monthly Payment;
(b) except as expressly contemplated by the related Mortgage,
results in
a release of the lien of the Mortgage on any material portion
of
the
related Mortgaged Property without a corresponding Principal
Prepayment
in an
amount not less than the fair market value (as is), as determined
by
an
Appraisal delivered to the Special Servicer (at the expense of
the
related
Borrower and upon which the Special Servicer may conclusively
rely),
of the
property to be released; or
(c) in the good faith and reasonable judgment of the Special
Servicer,
otherwise materially impairs the security for such Mortgage
Loan
or
Serviced Companion Loan or reduces the likelihood of timely payment
of
amounts
due thereon.
"Monthly Payment": With respect to any Mortgage Loan or
Serviced
Companion Loan (other than any REO Loan) and any Due Date, the
scheduled monthly
payment of principal, if any, and interest at the Mortgage Rate,
excluding any
Balloon Payment (but not excluding any constant Monthly Payment due
on a Balloon
Loan), which is payable by the related Borrower on such Due Date
under the
related Note, excluding any Excess Interest. With respect to an REO
Loan, the
monthly payment that would otherwise have been payable on the
related Due Date
had the related Note not been discharged, determined as set forth
in the
preceding sentence and on the assumption that all other amounts, if
any, due
thereunder are paid when due.
"Moody's": Moody's Investors Service, Inc., or its successor in
interest.
"Morgan Stanley": Morgan Stanley & Co. Incorporated.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on or first priority ownership interest in a
Mortgaged
Property securing a Note.
"Mortgage File": With respect to any Mortgage Loan or Serviced
Companion Loan, collectively, the mortgage documents listed in
clauses (i)
through (xx) of Section 2.01(a) pertaining to such particular
Mortgage Loan or
Serviced Companion Loan and any additional documents required to be
added to
such Mortgage File pursuant to the express provisions of this
Agreement.
"Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 and from time to
time held in
the Trust Fund. The mortgage loans originally so transferred,
assigned and held
are identified on the Mortgage Loan Schedule as of the Closing
Date. Such term
shall include any REO Loan, Specially Serviced Loan or any Mortgage
Loan that
has been defeased in whole or in part. Such term shall not include
the Serviced
Companion Loans but shall include the Serviced Mortgage Loans.
"Mortgage Loan Purchase Agreements": Each of the GACC Purchase
Agreement, the BANA Purchase Agreement, the BCRE Purchase Agreement
and the GECC
Purchase Agreement.
"Mortgage Loan Schedule": The list of Mortgage Loans included
in
the Trust Fund as of the Closing Date being attached hereto as
Exhibit B-1,
which list shall set forth the following information with respect
to each
Mortgage Loan:
(a) the loan number;
(b) the loan name;
(c)
the street address (including city, state and zip code) of
the
related Mortgaged Property;
(d) the Mortgage Rate in effect as of the Cut-off Date;
(e) the original principal balance;
(f) the Stated Principal Balance as of the Cut-off Date;
(g) the Maturity Date or Anticipated Repayment Date for each
Mortgage
Loan;
(h) the Due Date;
(i) the amount of the Monthly Payment due on the first Due Date
following
the Cut-off Date;
(j) [Reserved];
(k) the Servicing Fee Rate;
(l) whether the Mortgage Loan is an Actual/360 Mortgage Loan;
(m) whether such Mortgage Loan has a hard lock-box, a springing
hard
lock-box, a soft-at-closing, springing hard lock-box or no lock-box
at
all;
(n) identifying any Mortgage Loans with which any such Mortgage
Loans are
cross-collateralized;
(o) the applicable Loan Group to which such Mortgage Loan
belongs;
(p) the number of units, pads, rooms or square feet with
respect
to each
Mortgaged Property;
(q) whether such Mortgage Loan has an Anticipated Repayment
Date;
and
(r) the Revised Rate of such Mortgage Loan, if any.
Such list may be in the form of more than one list, collectively
setting forth
all of the information required. A comparable list shall be
prepared with
respect to each Serviced Companion Loan.
"Mortgage Loan Sellers": Each of GACC, BCRE, BANA and GECC.
"Mortgage Pool": All of the Mortgage Loans and any successor
REO
Loans, collectively. The Mortgage Pool does not include the
Companion Loans or
any related REO Loans.
"Mortgaged Property": The underlying property securing a
Mortgage Loan including any REO Property, consisting of a fee
simple estate,
and, with respect to certain Mortgage Loans, a leasehold estate or
both a
leasehold estate and a fee simple estate, or a leasehold estate in
a portion of
the property and a fee simple estate in the remainder, in a parcel
of land
improved by a commercial property, together with any personal
property,
fixtures, leases and other property or rights pertaining
thereto.
"Mortgage Rate": With respect to each Mortgage Loan or Serviced
Companion Loan and any Interest Accrual Period, the annual rate at
which
interest accrues on such Mortgage Loan or Serviced Companion Loan
during such
period (in the absence of a default and excluding any Excess
Interest), as set
forth in the related Note from time to time. The "Mortgage Rate"
for purposes of
calculating the Net Mortgage Pass-Through Rate and the Weighted
Average Net
Mortgage Pass-Through Rate shall be the Mortgage Rate of such
Mortgage Loan or
Serviced Companion Loan without giving effect to any Default Rate
or any Excess
Interest and without taking into account any reduction in the
interest rate by a
bankruptcy court pursuant to a plan of reorganization or pursuant
to any of its
equitable powers or a reduction in interest or principal due to a
modification
pursuant to Section 3.32 hereof.
"Net Condemnation Proceeds": Condemnation Proceeds, to the
extent such proceeds are not to be applied to the restoration,
preservation or
repair of the related Mortgaged Property or released to the
Borrower in
accordance with the express requirements of the Mortgage or Note or
other
documents included in the Mortgage File or in accordance with the
Servicing
Standard.
"Net Default Interest": With respect to any Distribution Date,
an amount equal to the sum of (i) the amount of the aggregate
collected Default
Interest allocable to the Mortgage Loans received during the
preceding
Collection Period, minus (ii) any portions thereof withdrawn (A)
from the
Collection Account pursuant to Section 3.06(b)(ix) for Advance
Interest Amounts
and unreimbursed Additional Trust Fund Expenses incurred during or
prior to such
Collection Period and (B) from each Serviced Whole Loan Collection
Account
pursuant to Section 3.06(c)(ix) for Advance Interest Amounts and
unreimbursed
Additional Trust Fund Expenses incurred during such Collection
Period.
"Net Insurance Proceeds": Insurance Proceeds, to the extent
such
proceeds are not to be applied to the restoration of the related
Mortgaged
Property or released to the Borrower in accordance with the express
requirements
of the Mortgage or Note or other documents included in the Mortgage
File or in
accordance with prudent and customary servicing practices.
"Net Liquidation Proceeds": The Liquidation Proceeds received
with respect to any Mortgage Loan or Serviced Whole Loan net of the
amount of
(i) Liquidation Expenses incurred with respect thereto and, (ii)
with respect to
proceeds received in connection with the taking of a Mortgaged
Property (or
portion thereof) by the power of eminent domain in condemnation,
amounts
required to be applied to the restoration or repair of the related
Mortgaged
Property.
"Net Mortgage Pass-Through Rate": With respect to any Mortgage
Loan or Serviced Companion Loan and any Distribution Date, the per
annum rate
equal to the Mortgage Rate for such Mortgage Loan or Serviced
Companion Loan,
minus, for any such Mortgage Loan or Serviced Companion Loan (in
the case of the
EZ Storage Portfolio Mortgage Loan, the applicable Servicing Fee
Rate and the
servicing fee rate pursuant to the BACM 2006-6 Pooling and
Servicing Agreement),
the aggregate of the applicable Servicing Fee Rate and Trustee Fee
Rate;
provided, however, that for purposes of calculating Pass-Through
Rates, the Net
Mortgage Pass-Through Rate for any Mortgage Loan or Serviced
Companion Loan will
be determined without regard to any modification, waiver or
amendment of the
terms of such Mortgage Loan or Serviced Companion Loan, whether
agreed to by the
Master Servicer or resulting from a bankruptcy, insolvency or
similar proceeding
involving the Borrower.
Notwithstanding the foregoing, if any such Mortgage Loan does
not accrue interest on the basis of a 360-day year consisting of
twelve 30-day
months, then the "Net Mortgage Pass-Through Rate" of such Mortgage
Loan for any
Interest Accrual Period will be the annualized rate at which
interest would have
to accrue in respect of such Mortgage Loan on the basis of a
360-day year
consisting of twelve 30-day months in order to produce the
aggregate amount of
interest actually accrued in respect of such Mortgage Loan at the
related
Mortgage Rate less the Servicing Fee Rate and the Trustee Fee Rate
during such
Interest Accrual Period; provided, however, that with respect to
each such
Mortgage Loan, the Mortgage Rate for the one-month period (i)
preceding the Due
Dates in (a) January and February in each year that is not a leap
year or (b)
February only in each year that is a leap year will be determined
exclusive of
the amounts withheld from that month (in either case, unless the
related
Distribution Date is the final Distribution Date) and (ii)
preceding the Due
Date in March (or February if the related Distribution Date is the
final
Distribution Date), will be determined inclusive of the Withheld
Amounts, if
applicable, from the immediately preceding January and
February.
"Net Prepayment Interest Excess": The excess amount, if any,
that the aggregate of all Prepayment Interest Excess for all
Mortgage Loans that
the Master Servicer is servicing exceeds the aggregate of all
Prepayment
Interest Shortfalls for such Mortgage Loans as of any Distribution
Date.
"Net Prepayment Interest Shortfall": With respect to the
Mortgage Loans that the Master Servicer is servicing, the aggregate
Prepayment
Interest Shortfalls on such Mortgage Loans in excess of the
Servicer Prepayment
Interest Shortfall on such Mortgage Loans.
"Net REO Proceeds": With respect to each Serviced REO Property,
REO Proceeds with respect to such REO Property net of any insurance
premiums,
taxes, assessments and other costs and expenses permitted to be
paid therefrom
pursuant to Section 3.17(b) of this Agreement.
"New Lease": Any lease of a Serviced REO Property entered into
on behalf of the Lower-Tier REMIC, as applicable, if such REMIC has
the right to
renegotiate the terms of such lease, including any lease renewed or
extended on
behalf of such REMIC.
"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 promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "NOI Adjustment Worksheet" available as of the
Closing Date on
the CMSA Website, is acceptable to the Master Servicer or the
Special Servicer,
as applicable.
"Non-Serviced Mortgage Loan": The EZ Storage Portfolio Mortgage
Loan.
"Non-Serviced Mortgage Loan Service Providers": The EZ Storage
Portfolio Service Providers.
"Non-Serviced Pari Passu Loan": The EZ Storage Portfolio Pari
Passu Loan.
"Non-Serviced Whole Loans": The EZ Storage Portfolio Whole
Loan.
"Non-U.S. Person": A person that is not a U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance,
Nonrecoverable Property Advance or Nonrecoverable Workout-Delayed
Reimbursement
Amounts.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made or
proposed to be made in respect of a Mortgage Loan or REO Loan
which, in the
reasonable judgment of the Master Servicer, the Special Servicer,
in each case
in accordance with the Servicing Standard, or the Trustee, as
applicable, would
not be ultimately recoverable, together with any accrued and unpaid
interest
thereon, from late payments, Condemnation Proceeds, Insurance
Proceeds,
Liquidation Proceeds and other collections on or in respect of the
related
Mortgage Loan or REO Loan, which shall be evidenced by an officer
certificate as
provided by Section 4.07(c). In the case of a Cross-Collateralized
Mortgage
Loan, such recoverability determination shall take into account the
cross
collateralization of the related Cross-Collateralized Mortgage
Loan.
"Nonrecoverable Property Advance": Any Property Advance
previously made or proposed to be made in respect of a Mortgage
Loan (other than
a Non-Serviced Mortgage Loan) or the Serviced Whole Loan or any
Serviced REO
Property that, in the reasonable judgment of the Master Servicer,
the Special
Servicer, in each case in accordance with the Servicing Standard,
or the
Trustee, as applicable, would not be ultimately recoverable,
together with any
accrued and unpaid interest thereon, from late payments,
Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds and other collections on
or in respect
of the related Mortgage Loan, Serviced REO Loan or Serviced Whole
Loan, which
shall be evidenced by an officer certificate as provided by Section
3.24(d). The
determination as to the recoverability of any property advance
previously made
or proposed to be made in respect of the EZ Storage Portfolio Whole
Loan shall
be made by the BACM 2006-6 Servicer, BACM 2006-6 Special Servicer
or BACM 2006-6
Trustee pursuant to the BACM 2006-6 Pooling and Servicing
Agreement. Any such
determination made by the BACM 2006-6 Servicer, BACM 2006-6 Special
Servicer or
BACM 2006-6 Trustee shall be conclusive and binding on the
Certificateholders
and may, in all cases, be conclusively relied upon by the Master
Servicer, the
Special Servicer and the Trustee, as applicable. In the case of
a
Cross-Collateralized Mortgage Loan, such recoverability
determination shall take
into account the cross collateralization of the related
Cross-Collateralized
Mortgage Loan.
"Nonrecoverable Workout-Delayed Reimbursement Amounts": Any
Workout-Delayed Reimbursement Amounts when the Person making such
determination
in accordance with the procedures specified for Nonrecoverable
Property Advances
or Nonrecoverable P&I Advances, as applicable, and taking into
account factors
such as all other outstanding Advances, either (a) has determined
that such
Workout-Delayed Reimbursement Amounts, would not ultimately be
recoverable from
late payments or any other recovery on or in respect of the related
Mortgage
Loan or Serviced Loan or REO Loans or (b) has determined that
such
Workout-Delayed Reimbursement Amounts would not ultimately be
recoverable, along
with any other Workout-Delayed Reimbursement Amounts and
Nonrecoverable
Advances, out of the principal portion of future collections on all
of the
Mortgage Loans and REO Properties, from general principal
collections in the
Collections Account.
"Note": With respect to any Mortgage Loan or Serviced Companion
Loan as of any date of determination, the note or other evidence of
indebtedness
and/or agreements evidencing the indebtedness of a Borrower under
such Mortgage
Loan or Serviced Companion Loan including any amendments or
modifications, or
any renewal or substitution notes, as of such date.
"Notice of Termination": Any of the notices given to the
Trustee
and the Master Servicer by the Certificateholder owning a majority
of the
Percentage Interests in the Controlling Class, the Special Servicer
or the
Master Servicer pursuant to Section 9.01(c).
"Notional Amount" or "Notional Balance": As of any date of
determination: (i) with respect to all of the Class XS or Class XP
Certificates
as a Class, the related Class X Notional Amount as of such date
of
determination; and (ii) with respect to any Class X Certificate,
the product of
the Percentage Interest evidenced by such Certificate and the
related Class X
Notional Amount as of such date of determination.
"Officer's Certificate": A certificate signed by the Chairman
of
the Board, the Vice Chairman of the Board, the President or a Vice
President
(however denominated) and by the Treasurer, the Secretary, one of
the Assistant
Treasurers or Assistant Secretaries, any Trust Officer or other
officer of the
Master Servicer, Special Servicer or Additional Servicer
customarily performing
functions similar to those performed by any of the above designated
officers,
any Servicing Officer and also with respect to a particular matter,
any other
officer to whom such matter is referred because of such officer's
knowledge of
and familiarity with the particular subject, or an authorized
officer of the
Depositor, and delivered to the Depositor, the Trustee, the Special
Servicer or
the Master Servicer, as the case may be.
"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
promulgated as recommended by the CMSA for commercial
mortgage-backed securities
transactions generally and, insofar as it requires the presentation
of
information in addition to that called for by the form of the
"Operating
Statement Analysis Report" available as of the Closing Date on the
CMSA Website,
is reasonably acceptable to the Master Servicer or the Special
Servicer, as
applicable.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be counsel for the Depositor, the Special
Servicer or the
Master Servicer, as the case may be, acceptable to the Trustee,
except that any
opinion of counsel relating to (a) qualification of the Upper-Tier
REMIC or the
Lower-Tier REMIC as a REMIC or the imposition of tax under the
REMIC Provisions
on any income or property of either Trust REMIC, (b) compliance
with the REMIC
Provisions (including application of the definition of
"Independent
Contractor"), (c) qualification of the Grantor Trust as a grantor
trust or (d) a
resignation of the Master Servicer or the Special Servicer pursuant
to Section
6.04, must be an opinion of counsel who is Independent of the
Depositor and the
Master Servicer.
"Originator": Any of (i) the Mortgage Loan Sellers and (ii)
with
respect to any Mortgage Loan acquired by a Mortgage Loan Seller,
the originator
of such Mortgage Loan.
"Ownership Interest": Any record or beneficial interest in a
Class R or Class LR Certificate.
"Other Depositor": With respect to each Other Pooling and
Servicing Agreement, the related depositor thereunder.
"Other Indemnified Parties": As defined in Section 6.07.
"Other Pooling and Servicing Agreement": The BACM 2006-6
Pooling
and Servicing Agreement and any other pooling and servicing
agreement entered
into in connection with an Other Securitization as from time to
time amended,
supplemented or modified.
"Other Securitization": Any commercial mortgage securitization
trust that holds a Serviced Companion Loan or Non-Serviced Pari
Passu Loan or
any successor REO Loan with respect thereto.
"Other Servicer": With respect to the Other Pooling and
Servicing Agreement, the related master servicer thereunder.
"Other Special Servicer": With respect to the Other Pooling and
Servicing Agreement, the related special servicer thereunder.
"Other Trustee": With respect to the Other Pooling and
Servicing
Agreement, the related trustee thereunder.
"P&I Advance": As to any Mortgage Loan, any advance made by
the
Master Servicer or the Trustee pursuant to Section 4.07. Each
reference to the
payment or reimbursement of a P&I Advance shall be deemed to
include, whether or
not specifically referred to and without duplication, payment or
reimbursement
of interest thereon at the Advance Rate from and including the
later of the date
of the making of such P&I Advance or the expiration of any
applicable grace
period on the related Mortgage Loan to and including the date of
payment or
reimbursement.
"P&I Advance Determination Date": With respect to any
Distribution Date, the second Business Day prior to such
Distribution Date.
"Pass-Through Rate": With respect to each Class of Certificates
(other than the Class T, Class R and Class LR Certificates), the
rate for such
Class as set forth below:
Class
Pass-Through Rate
-----
-----------------
Class A-1........... Class A-1 Pass-Through
Rate
Class A-2A.......... Class A-2A
Pass-Through Rate
Class A-2B.......... Class A-2B
Pass-Through Rate
Class A-3........... Class A-3 Pass-Through
Rate
Class A-AB.......... Class A-AB
Pass-Through Rate
Class A-4........... Class A-4 Pass-Through
Rate
Class A-1A.......... Class A-1A
Pass-Through Rate
Class XP............ Class XP Pass-Through
Rate
Class XS............ Class XS Pass-Through
Rate
Class A-M........... Class A-M Pass-Through
Rate
Class A-J........... Class A-J Pass-Through
Rate
Class B............. Class B Pass-Through
Rate
Class C............. Class C Pass-Through
Rate
Class D............. Class D Pass-Through
Rate
Class E............. Class E Pass-Through
Rate
Class F............. Class F Pass-Through
Rate
Class G............. Class G Pass-Through
Rate
Class H............. Class H Pass-Through
Rate
Class J............. Class J Pass-Through
Rate
Class K............. Class K Pass-Through
Rate
Class L............. Class L Pass-Through
Rate
Class M............. Class M Pass-Through
Rate
Class N............. Class N Pass-Through
Rate
Class O............. Class O Pass-Through
Rate
Class P............. Class P Pass-Through
Rate
Class Q............. Class Q Pass-Through
Rate
Class S............. Class S Pass-Through
Rate
With respect to each Class of Lower-Tier Regular Interests, the
Weighted Average Net Mortgage Pass-Through Rate.
"Paying Agent": The paying agent appointed pursuant to Section
5.04.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan or
Serviced
Companion Loan (or successor REO Loan), any amounts collected
thereon that
represent late payment charges or Default Interest, other than a
Yield
Maintenance Charge or Excess Interest.
"Percentage Interest": As to any Certificate (other than the
Class T Certificate), the percentage interest evidenced thereby in
distributions
required to be made with respect to the related Class. With respect
to any
Certificate (except the Class T, Class R and Class LR
Certificates), the
percentage interest is equal to the initial denomination of such
Certificate
divided by the initial Certificate Balance or Notional Balance, as
applicable,
of such Class of Certificates. With respect to any Class T, Class R
or Class LR
Certificate, the percentage interest is set forth on the face
thereof.
"Performing Loan": A Mortgage Loan or Serviced Whole Loan that
is not a Specially Serviced Loan or REO Loan.
"Permitted Investments": Any one or more of the following
obligations or securities payable on demand or having a scheduled
maturity on or
before the Business Day preceding the date upon which such funds
are required to
be drawn, regardless of whether issued by the Depositor, the Master
Servicer,
the Special Servicer or the Trustee or any of their respective
Affiliates and
having at all times the required ratings, if any, provided for in
this
definition, unless each Rating Agency (and S&P, to the extent
that a Serviced
Pari Passu Loan has been deposited into a commercial mortgage
securitization
that is rated by S&P, as applicable, and the particular related
investment
relates solely to the related Serviced Whole Loan, provided,
however, if any of
the following obligations or securities is not rated by S&P, as
applicable, then
no confirmation will be required from S&P so long as such
obligation or security
has the required ratings, if any, by two nationally-recognized
statistical
rating organizations) shall have confirmed in writing to the Master
Servicer
that a lower rating would not, in and of itself, result in a
downgrade,
qualification or withdrawal of the then-current ratings assigned to
the
Certificates or Serviced Companion Loan Securities:
(a) direct obligations of, or obligations fully guaranteed as
to
payment of
principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the
full
faith and
credit of the United States of America including, without
limitation, obligations of the U.S. Treasury (all direct or fully
guaranteed
obligations), the Farmers Home Administration (certificates of
beneficial
ownership), the General
Services Administration (participation
certificates), the U.S. Maritime Administration (guaranteed Title
XI
financing), the Small Business Administration (guaranteed
participation
certificates and guaranteed pool certificates), the U.S. Department
of
Housing
and Urban Development (local authority bonds) and the
Washington
Metropolitan Area Transit Authority (guaranteed transit bonds);
provided,
however,
that each investment described in this clause must (A) have a
predetermined fixed dollar amount of principal due at maturity,
which cannot
vary or
change, (B) if bearing a variable rate of interest, have its
interest
rate tied to a single interest rate index plus a fixed spread
(if
any) and
move proportionately with that index, and (C) not be subject to
liquidation prior to its maturity;
(b) Federal Housing Administration debentures;
(c) obligations of the following United States government
sponsored
agencies: Federal Home Loan Mortgage Corp. (debt obligations),
the
Farm
Credit System (consolidated systemwide bonds and notes), the
Federal
Home Loan
Banks (consolidated debt obligations), the Federal National
Mortgage
Association (debt obligations), the Student Loan Marketing
Association (debt obligations), the Financing Corp. (debt
obligations), and
the
Resolution Funding Corp. (debt obligations); provided, however,
that
each
investment described in this clause must (A) have a predetermined
fixed
dollar
amount of principal due at maturity, which cannot vary or change,
(B)
if bearing
a variable rate of interest, its interest rate tied to a single
interest
rate index plus a fixed spread (if any) and move
proportionately
with that
index, and (C) not be subject to liquidation prior to their
maturity;
(d) federal funds, unsecured certificates of deposit, time or
similar
deposits, bankers' acceptances and repurchase agreements, with
maturities
of not more than 365 days, of any bank, the short term
obligations of which are rated in the highest short term rating
category by
each
Rating Agency (and S&P, to the extent that a Serviced Pari
Passu Loan
has been
deposited into a commercial mortgage securitization that is
rated
by
S&P, and the particular related investment relates solely to
the related
Serviced
Whole Loan) or, if not rated by any Rating Agency and/or S&P,
as
applicable
(to the extent that a Serviced Companion Loan has been
deposited
into a
commercial mortgage securitization that is rated by S&P, and
the
particular
related investment relates solely to the related Serviced Whole
Loan),
otherwise acceptable to Moody's or Fitch and acceptable to S&P,
with
respect to
Serviced Companion Loan Securities that are rated by S&P, and
in
each case
as confirmed in writing that such investment would not, in and
of
itself,
result in a downgrade, qualification or withdrawal of the
then-current ratings assigned to the Certificates or Serviced
Companion Loan
Securities; provided, however, that the investment described in
this clause
must (A)
have a predetermined fixed dollar amount of principal due at
maturity,
which cannot vary or change, (B) if bearing a variable rate of
interest,
have its interest rate tied to a single interest rate index plus
a
fixed
spread (if any) and move proportionately with that index, and (C)
not
be subject
to liquidation prior to its maturity;
(e) fully Federal Deposit Insurance Corporation-insured demand
and time
deposits in, or certificates of deposit of, or bankers'
acceptances
issued by,
any bank or trust company, savings and loan association or
savings
bank, and, if such demand and time deposits in, or certificates
of
deposit
of, or bankers' acceptances are not fully insured by the
Federal
Deposit
Insurance Corporation, the short term obligations of such bank
or
trust
company, savings and loan association or savings bank are rated in
the
highest
short term rating category by each Rating Agency (and S&P, to
the
extent
that a Serviced Companion Loan has been deposited into a
commercial
mortgage
securitization that is rated by S&P, and the particular
related
investment relates solely to
the related Serviced Whole Loan) or, if not
rated by
any Rating Agency and/or S&P, as applicable (to the extent that
a
Serviced
Companion Loan has been deposited into a commercial mortgage
securitization that is rated by S&P, and the particular related
investment
relates
solely to the related Serviced Whole Loan), otherwise acceptable
to
Moody's or
Fitch and acceptable to S&P, with respect to Serviced
Companion
Loan
Securities that are rated by S&P, and in each case as confirmed
in
writing
that such investment would not, in and of itself, result in a
downgrade,
qualification or withdrawal of the then-current ratings
assigned
to the
Certificates or Serviced Companion Loan Securities; provided,
however,
that each investment described in this clause must (A) have a
predetermined fixed dollar amount of principal due at maturity,
which cannot
vary or
change, (B) if bearing a variable rate of interest, its
interest
rate tied
to a single interest rate index plus a fixed spread (if any)
and
move
proportionately with that index, and (C) not be subject to
liquidation
prior to
their maturity;
(f) debt obligations with maturities of not more than 365 days
rated in
the highest long-term unsecured rating category by each Rating
Agency
(and S&P, to the extent that a Serviced Companion Loan has
been
deposited
into a commercial mortgage securitization that is rated by
S&P,
and the
particular related investment relates solely to the related
Serviced
Whole
Loan) or, if not rated by any Rating Agency and/or S&P (to the
extent
that a
Serviced Companion Loan has been deposited into a commercial
mortgage
securitization that is rated by S&P, and the particular related
investment
relates
solely to the related Serviced Whole Loan), otherwise acceptable
to
Fitch or
Moody's and acceptable to S&P, with respect to Serviced
Companion
Loan
Securities that are rated by S&P, and in each case as confirmed
in
writing
that such investment would not, in and of itself, result in a
downgrade,
qualification or withdrawal of the then-current ratings
assigned
to the
Certificates or Serviced Companion Loan Securities; provided,
however,
that each investment described in this clause must (A) have a
predetermined fixed dollar amount of principal due at maturity,
which cannot
vary or
change, (B) if bearing a variable rate of interest, have its
interest
rate tied to a single interest rate index plus a fixed spread
(if
any) and
move proportionately with that index, and (C) not be subject to
liquidation prior to its maturity;
(g) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing obligations payable on demand
or
on a
specified date not more than one year after the date of
issuance
thereof)
with maturities of not more than 365 days and that is rated in
the
highest
short-term unsecured debt rating by each Rating Agency (and
S&P, to
the extent
that a Serviced Companion Loan has been deposited into a
commercial
mortgage securitization that is rated by S&P, and the
particular
related
investment relates solely to the related Serviced Whole Loan) or,
if
not rated
by any Rating Agency (including S&P to the extent that a
Serviced
Companion
Loan has been deposited into a commercial mortgage
securitization
that is
rated by S&P, and the particular related investment relates
solely
to the
related Serviced Whole Loan), otherwise acceptable to Moody's
or
Fitch and
acceptable to S&P, with respect to Serviced Companion Loan
Securities
that are rated by S&P, and in each case as confirmed in
writing
that such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then-current ratings assigned to
the
Certificates or Serviced Companion Loan Securities; provided,
however, that
each
investment described in this clause must (A) have a predetermined
fixed
dollar
amount of principal due at maturity, which cannot vary or change,
(B)
if bearing
a variable rate of interest, have its interest rate tied to a
single
interest rate index plus a fixed spread (if any) and move
proportionately with that index, and (C) not be subject to
liquidation prior
to their
maturity;
(h) units of taxable money market mutual funds, issued by
regulated
investment companies, which seek to maintain a constant net
asset
value per
share (including the Federated Prime Obligation Money Market
Fund
(the
"Fund")) so long as any such fund is rated in the highest
short-term
unsecured
debt ratings category by each Rating Agency (and S&P, to
the
extent
that a Serviced Companion Loan has been deposited into a
commercial
mortgage
securitization that is rated by S&P, as applicable, and the
particular
related investment relates solely to the related Serviced Whole
Loan) or,
if not rated by any Rating Agency and/or S&P, as applicable
(to
the extent
that a Serviced Companion Loan has been deposited into a
commercial
mortgage securitization that is rated by S&P, and the
particular
related
investment relates solely to the related Serviced Whole Loan),
otherwise
acceptable to Moody's or Fitch and acceptable to S&P, with
respect
to
Serviced Companion Loan Securities that are rated by S&P, and
in each
case as
confirmed in writing that such investment would not, in and of
itself,
result in a downgrade, qualification or withdrawal of the
then-current ratings assigned to the Certificates or Serviced
Companion Loan
Securities; and
(i) any other demand, money market or time deposit, demand
obligation
or any other obligation, security or investment, provided that
each
Rating Agency (and S&P, to the extent that a Serviced Companion
Loan
has been
deposited into a commercial mortgage securitization that is
rated
by
S&P, and the particular related investment relates solely to
the related
Serviced
Whole Loan) has confirmed in writing to the Master Servicer,
Special
Servicer or Trustee, as applicable, that such investment would
not,
in and of
itself, result in a downgrade, qualification or withdrawal of
the
then-current ratings assigned to the Certificates or Serviced
Companion Loan
Securities;
provided, however, that no instrument or security shall be a
Permitted
Investment (a) unless such instrument is a "cash flow investment"
earning a
passive return in the nature of interest pursuant to Code Section
860G(a)(6) or
(b) if (i) such instrument or security evidences a right to receive
only
interest payments or (ii) the right to receive principal and
interest payments
derived from the underlying investment provides a yield to maturity
in excess of
120% of the yield to maturity at par of such underlying investment
or (c) if it
may be redeemed of a price below the purchase price. No Permitted
Investment may
be purchased at a price in excess of par or sold prior to maturity
if such sale
would result in a loss of principal or a tax on a prohibited
transaction under
Section 860F of the Code.
"Permitted Transferee": With respect to a Class R or Class LR
Certificate, any Person or agent thereof that is a Qualified
Institutional
Buyer, an Affiliated Person or an Institutional Accredited
Investor, other than
(a) a Disqualified Organization, (b) any other Person so designated
by the
Certificate Registrar who is unable to provide an Opinion of
Counsel (provided
at the expense of such Person or the Person requesting the
Transfer) to the
effect that the Transfer of an Ownership Interest in any Class R or
Class LR
Certificate to such Person will not cause either Trust REMIC to
fail to qualify
as a REMIC at any time that the Certificates are outstanding, (c) a
Person that
is a Disqualified Non-U.S. Person and (d) a Plan or any Person
investing the
assets of a Plan.
"Person": Any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock
company, trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
"Plan": As defined in Section 5.02(k).
"Prepayment Assumption": The assumption that (i) each Mortgage
Loan (other than an ARD Loan) does not prepay prior to its
respective Maturity
Date and (ii) each ARD Loan prepays on its Anticipated Repayment
Date.
"Prepayment Date": As defined in Section 2.03(d).
"Prepayment Interest Excess": With respect to any Distribution
Date, the aggregate amount, with respect to all Mortgage Loans that
were subject
to Principal Prepayment in full or in part, or as to which
Insurance Proceeds,
Liquidation Proceeds or Condemnation Proceeds, as applicable, were
received by
the Master Servicer or Special Servicer for application to such
Mortgage Loans,
in each case after the Due Date in the month of such Distribution
Date and on or
prior to the related Determination Date, the amount of interest
accrued at the
Mortgage Rate for such Mortgage Loans on the amount of such
Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds and
Condemnation Proceeds
after the Due Date relating to such Collection Period and accruing
in the manner
set forth in the related Loan Documents, to the extent such
interest is
collected by the Master Servicer or the Special Servicer (without
regard to any
Prepayment Premium, Yield Maintenance Charge or Excess Interest
actually
collected).
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was subject to a
Principal
Prepayment in full or in part and which did not include a full
month's interest,
or as to which Insurance Proceeds, Liquidation Proceeds or
Condemnation
Proceeds, as applicable, were received by the Master Servicer or
Special
Servicer for application to such Mortgage Loan, in each case after
the Due Date
in the calendar month preceding such Distribution Date but prior to
the Due Date
in the related Collection Period, the amount of interest that would
have accrued
at the Net Mortgage Pass-Through Rate for such Mortgage Loan on the
amount of
such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds
or
Condemnation Proceeds during the period commencing on the date as
of which such
Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or
Condemnation
Proceeds, as applicable, were applied to the unpaid principal
balance of the
Mortgage Loan and ending on (and including) the day immediately
preceding such
Due Date (without regard to any Prepayment Premium, Yield
Maintenance Charge or
Excess Interest actually collected).
"Prepayment Premium": Any premium, fee or other additional
amount (other than a Yield Maintenance Charge) paid or payable on a
Mortgage
Loan or Serviced Companion Loan by a Borrower as the result of a
Principal
Prepayment thereon, not otherwise due thereon, in respect of
principal or
interest, which is intended to compensate the holder of the related
Note for
prepayment.
"Primary Servicing Fee Rate": With respect to each Mortgage
Loan
or Serviced Companion Loan, the rate per annum set forth on Exhibit
B-2.
"Prime Rate": The "Prime Rate" as published in the "Money
Rates"
section of The Wall Street Journal, Eastern edition (or, if such
section or
publication is no longer available, such other comparable
publication as
determined by the Trustee in its reasonable discretion) as may be
in effect from
time to time, or, if the "Prime Rate" no longer exists, such other
comparable
rate (as determined by the Trustee in its reasonable discretion) as
may be in
effect from time to time. The Trustee shall notify in writing the
Master
Servicer and the Special Servicer with regard to any determination
of the Prime
Rate in accordance with the parenthetical in the preceding
sentence.
"Principal Balance Certificate": The Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-AB, Class A-4, Class A-1A, Class
A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates.
"Principal Distribution Amount": For any Distribution Date, an
amount equal to (i) the sum of:
(a) the principal component of all scheduled Monthly Payments
(other
than Balloon Payments) due on the Mortgage Loans on the related
Due
Date (if
received during the related Collection Period or advanced);
(b) the principal component of all Assumed Scheduled Payments
due on the
related Due Date (if received during the related Collection
Period or
advanced) with respect to any Mortgage Loan that is delinquent
in
respect of
its Balloon Payment;
(c) the Stated Principal Balance of each Mortgage Loan that
was,
during the
related Collection Period, repurchased from the Trust Fund in
connection
with a Breach or Defect pursuant to Section 2.03, purchased
pursuant
to Section 3.18, or purchased from the Trust Fund pursuant to
Section
9.01;
(d) the portion of Unscheduled Payments allocable to principal
of any
Mortgage Loan that was liquidated during the related Collection
Period;
(e) the principal component of all Balloon Payments and any
other
principal payment on any Mortgage Loan received on or after the
Maturity
Date thereof, to the extent received during the related
Collection
Period;
(f) all other Principal Prepayments on Mortgage Loans received
in the
related Collection Period; and
(g) any other full or partial recoveries in respect of
principal
of
Mortgage Loans, including Insurance Proceeds, Liquidation Proceeds
and
Net REO
Proceeds received in the related Collection Period (including
any
amount
related to the Loss of Value Payments to the extent that such
amount
was
transferred into the Collection Account pursuant to Section
3.06(f)
during the
related Collection Period), as reduced by (ii) any (1)
Nonrecoverable Advances plus interest on such Nonrecoverable
Advances that
are paid
or reimbursed from principal collections on the Mortgage Loans
or,
with
respect to Property Advances, the Serviced Whole Loans, in a
period
during
which such principal collections would have otherwise been
included
in the
Principal Distribution Amount for such Distribution Date and
(2)
Workout-Delayed Reimbursement Amounts that were paid or reimbursed
from
principal
collections on the Mortgage Loans or, with respect to Property
Advances,
the Serviced Whole Loans, in a period during which such
principal
collections would have otherwise been included in the Principal
Distribution
Amount for
such Distribution Date (provided, that, in the case of clauses
(1) and
(2) above, if any of the amounts that were reimbursed from
principal
collections on the Mortgage Loans or, with respect to Property
Advances, the
Serviced
Whole Loans, are subsequently recovered on the related Mortgage
Loan or,
with respect to Property Advances, the Serviced Whole Loan,
such
recovery
will increase the Principal Distribution Amount for the
Distribution Date related to the period in which such recovery
occurs).
The principal component of the amounts set forth above shall be
determined in
accordance with Section 1.02 hereof.
"Principal Prepayment": Any payment of principal made by a
Borrower on a Mortgage Loan or Serviced Companion Loan which is
received in
advance of its scheduled Due Date and which is not accompanied by
an amount of
interest representing the full amount of scheduled interest due on
any date or
dates in any month or months subsequent to the month of
prepayment.
"Private Global Certificate": Each of the Regulation S Global
Certificates or Rule 144A Global Certificates with respect to the
Class XS,
Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class Q
and Class S Certificates if and so long as such class of
Certificates is
registered in the name of a nominee of the Depository.
"Private Placement Memorandum": Means the Private Placement
Memorandum, dated December 13, 2006, pursuant to which the Class
XS, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q, Class S,
Class T, Class R and Class LR Certificates will be offered for
sale.
"Privileged Person": Means a party to this Agreement, a Rating
Agency, a designee of the Depositor (including any financial market
publisher),
the initial Controlling Class Representative, each Underwriter and
any other
person who delivers to the Trustee in the form attached hereto as
Exhibit L
(which form may be provided by the Trustee upon request), a
certification that
such person is a Certificateholder, a Certificate Owner of a
Certificate or a
prospective purchaser of a Certificate.
"Prohibited Party: Any proposed Servicing Function Participant
(i) that is listed on the Depositor's Do Not Hire List or (ii) for
which the
Master Servicer, the Special Servicer or the Trustee that seeks to
retain such
Servicing Function Participant has actual knowledge obtained by
written notice
or through actual experience that such party at any point prior to
such hiring,
assignment or transfer failed to comply with the Servicing
Function
Participant's obligations under Regulation AB with respect to any
other
securitization.
"Property Advance": As to any Mortgage Loan (other than the
Non-Serviced Mortgage Loan) or Serviced Whole Loan, any advance
made by the
Master Servicer, the Special Servicer or the Trustee, as
applicable, in respect
of Property Protection Expenses or any expenses incurred to
protect, preserve
and enforce the security for a Mortgage Loan or a Serviced Whole
Loan or to pay
taxes and assessments or insurance premiums with respect to the
related
Mortgaged Property, to the extent the making of any such advance is
specifically
provided for in this Agreement, including, but not limited to, as
provided in
Section 3.04 and Section 3.24, as applicable. Each reference to the
payment or
reimbursement of a Property Advance shall be deemed to include,
whether or not
specifically referred to, payment or reimbursement of interest
thereon at the
Advance Rate from and including the date of the making of such
Advance to and
including the date of payment or reimbursement. Notwithstanding
anything to the
contrary, "Property Advance" shall not include allocable overhead
of the Master
Servicer or the Special Servicer, as applicable, such as costs for
office space,
office equipment, supplies and related expenses, employee salaries
and related
expenses and similar internal costs and expenses or costs and
expenses incurred
by any such party in connection with its purchase of a Mortgage
Loan or REO
Property.
"Property Protection Expenses": With respect to any Mortgage
Loan (other than the Non-Serviced Mortgage Loan) or Serviced
Companion Loan, any
costs and expenses incurred by the Master Servicer or the Special
Servicer
pursuant to Sections 3.04, 3.08(a), 3.10(b), 3.10(e), 3.10(f),
3.10(h), 3.10(i),
3.10(k), 3.11, 3.12(e), 3.17(a), 3.17(b), 3.17(c), 3.18(g) or
3.28(a) or
indicated herein as being payable as a Property Advance or as a
cost or expense
of the Trust Fund (and, in the case of the Serviced Whole Loans,
the Serviced
Companion Loan Noteholders but subject to the provisions of Section
1.02(e)) or
the Lower-Tier REMIC, or Upper-Tier REMIC to be paid out of the
Collection
Account.
"Prospectus": The Depositor's Prospectus dated October 9, 2006,
as supplemented by the Prospectus Supplement dated December 13,
2006, relating
to the offering of the Class A-1, Class A-2A, Class A-2B, Class
A-3, Class A-AB,
Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E,
Class F and Class G Certificates.
"PTCE 95-60": Prohibited Transaction Class Exemption 95-60.
"Qualified Institutional Buyer": A qualified institutional
buyer
within the meaning of Rule 144A.
"Qualified Insurer": As used in Section 3.08, (i) an insurance
company or security or bonding company qualified to write the
related insurance
policy in the relevant jurisdiction which shall have a rating of
"A-" or better
by Fitch and an insurance financial strength rating of "A3" or
better by Moody's
and (ii) in the case of the fidelity bond and the errors and
omissions insurance
required to be maintained pursuant to Section 3.08(d), shall have a
claims
paying ability rated by each Rating Agency no lower than two
ratings categories
(without regard to pluses or minuses or numeric qualifications)
lower than the
highest rating of any outstanding Class of Certificates or Serviced
Companion
Loan Securities from time to time, but in no event lower than "A"
by Fitch (or
if such company is not rated by Fitch, is rated at least A:IX by
A.M. Best's Key
Rating Guide) and in the case of Moody's, an insurance financial
strength rating
of "A2" or better, unless in any such case each of the Rating
Agencies has
confirmed in writing that obtaining the related insurance from an
insurance
company that is not rated by each of the Rating Agencies (subject
to the
foregoing exceptions) or that has a lower claims-paying ability
than such
requirements shall not result, in and of itself, in a downgrade,
qualification
or withdrawal of the then-current ratings by such Rating Agency to
any Class of
Certificates or Serviced Companion Loan Securities.
"Qualified
Mortgage": A Mortgage Loan that is a "qualified
mortgage" within the meaning of Code Section 860G(a)(3) of the Code
(but without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2)
that treats a
defective obligation as a qualified mortgage), or any substantially
similar
successor provision.
"Qualifying Substitute Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding Stated
Principal
Balance, after application of all scheduled payments of principal
and/or
interest due during or prior to the month of substitution, whether
or not
received, not in excess of the Stated Principal Balance of the
Removed 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 Removed
Mortgage Loan; (iii) have the same Due Date as the Removed Mortgage
Loan; (iv)
accrue interest on the same basis as the Removed Mortgage Loan (for
example, on
the basis of a 360-day year and the actual number of days elapsed);
(v) have a
remaining term to stated maturity not greater than, and not more
than two years
less than, the remaining term to stated maturity of the Removed
Mortgage Loan;
(vi) have an original loan to value ratio not higher than that of
the Removed
Mortgage Loan and a current loan to value ratio not higher than the
then current
loan-to-value ratio of the Removed Mortgage Loan; (vii) materially
comply as of
the date of substitution with all of the representations and
warranties set
forth in the applicable Mortgage Loan Purchase Agreement; (viii)
have an
Environmental Report that indicates no material adverse
environmental conditions
with respect to the related Mortgaged Property and that will be
delivered as a
part of the related Servicing File; (ix) have an original Debt
Service Coverage
Ratio of not less than the original Debt Service Coverage Ratio of
the Removed
Mortgage Loan and a current Debt Service Coverage Ratio of not less
than the
current Debt Service Coverage Ratio of the Removed 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 that is
three years prior to the Rated Final Distribution Date; (xii) not
be substituted
for a Removed Mortgage Loan unless the Trustee has received prior
confirmation
in writing by each Rating Agency that such substitution will not in
and of
itself result in the withdrawal, downgrade, or qualification of the
rating
assigned by the Rating Agency to any Class of Certificates then
rated by the
Rating Agency (the cost, if any, of obtaining such confirmation to
be paid by
the applicable Mortgage Loan Seller) (provided that no such
confirmation from
any Rating Agency shall be required with respect to any Companion
Loan
Securities); (xiii) have been approved by the Controlling Class
Representative
in its sole discretion; (xiv) prohibit defeasance within two years
after the
Closing Date, (xv) not be substituted for a Removed Mortgage Loan
if it would
result in the termination of the REMIC status of either Trust REMIC
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 and (xvi) if the Removed
Mortgage Loan is
part of Loan Group 2, have the same property type designation as
the Removed
Mortgage Loan. In the event that one or more mortgage loans are
substituted for
one or more Removed Mortgage Loans, then the amounts described in
clause (i)
shall be determined on the basis of aggregate Stated Principal
Balances and the
rates described in clause (ii) above and the remaining term to
stated maturity
referred to in clause (v) above shall be determined on a weighted
average basis;
provided that no individual Mortgage Rate shall be lower than the
highest
Pass-Through Rate (that is a fixed rate not subject to a cap equal
to the
Weighted Average Net Mortgage Rate) of any Class of Principal
Balance
Certificates having an outstanding Certificate Balance. When a
Qualified
Substitute Mortgage Loan is substituted for a Removed Mortgage
Loan, the
applicable Mortgage Loan Seller shall certify that the Mortgage
Loan meets all
of the requirements of the above definition and shall send such
certification to
the Trustee.
"Rated Final Distribution Date": The Distribution Date in
December 2046.
"Rating Agency": means any of Moody's and Fitch; provided, that
with respect to any matter affecting the Non-Serviced Mortgage Loan
or any
Serviced Whole Loan with a Serviced Companion Loan, "Rating Agency"
shall also
refer to any rating agency rating Serviced Companion Loan
Securities or
securities related to such Non-Serviced Mortgage Loan.
"Real Property": Land or improvements thereon such as buildings
or other inherently permanent structures thereon (including items
that are
structural components of the buildings or structures), in each such
case as such
terms are used in the REMIC Provisions.
"Realized Loss": With respect to any Distribution Date, the
amount, if any, by which (i) the aggregate Certificate Balance of
the Principal
Balance Certificates after giving effect to distributions of
principal on such
Distribution Date exceeds (ii) the aggregate Stated Principal
Balance of the
Mortgage Loans in the Mortgage Pool (for purposes of this
calculation only, not
giving effect to any reductions of the Stated Principal Balance for
principal
payments received on the Mortgage Loans in the Mortgage Pool that
were used to
reimburse the Master Servicer or the Trustee from general
collections of
principal on the Mortgage Loans for Workout-Delayed Reimbursement
Amounts, to
the extent such Workout-Delayed Reimbursement Amounts are not
otherwise
determined to be Nonrecoverable Advances) immediately following
the
Determination Date preceding such Distribution Date.
"Reassignment of Assignment of Leases, Rents and Profits": As
defined in Section 2.0l(a)(viii).
"Reconciliation of Funds Report": A report prepared by the
Trustee 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 such other final form
for the
presentation of such information and containing such additional
information as
may from time to time be promulgated as recommended by the CMSA for
commercial
mortgage securities transactions generally and, insofar as it
requires the
presentation of information in addition to that called for by the
form of the
"Reconciliation of Funds Report" available as of the Closing Date
on the CMSA
Website, is reasonably acceptable to the Trustee, the Master
Servicer or the
Special Servicer, as applicable.
"Record Date": With respect to each Distribution Date, the
close
of business on the last day of the calendar month preceding the
month in which
such Distribution Date occurs or, if such day is not a Business
Day, the
preceding Business Day; provided, however, that with respect to the
Distribution
Date occurring in January 2007, the Record Date will be the Closing
Date.
"Regular Certificates": The Class A-1, Class A-2A, Class A-2B,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class XS, Class XP,
Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q
and Class S
Certificates.
"Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be
amended from
time to time, and subject to such clarification and interpretation
as have been
provided by the Commission in the adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan.
7, 2005)) or
by the staff of the Commission, or as may be provided by the
Commission or its
staff from time to time.
"Regulation D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Global Certificate": Each of the Class J, Class
K,
Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates
issued as such on the Closing Date.
"Regulation S Investor": With respect to a transferee of an
interest in a Regulation S Global Certificate, a transferee that
acquires such
interest pursuant to Regulation S.
"Regulation S Transfer Certificate": As defined in Section
5.02(c)(i)(B).
"Relevant Servicing Criteria": The Servicing Criteria
applicable
to each Reporting Servicer (as set forth, with respect to the
Master Servicer,
the Special Servicer and the Trustee, on Schedule II attached
hereto). For
clarification purposes, multiple Reporting Servicers can have
responsibility for
the same Relevant Servicing Criteria and some of the Servicing
Criteria will not
be applicable to certain Reporting Servicers. With respect to a
Servicing
Function Participant engaged by the Trustee, the Master Servicer or
the Special
Servicer, the term "Relevant Servicing Criteria" refers to the
items of the
Relevant Servicing Criteria applicable to the Trustee, the Master
Servicer or
the Special Servicer that engaged such Servicing Function
Participant that are
applicable to such Servicing Function Participant based on the
functions it has
been engaged to perform.
"REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code and the REMIC Provisions.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear
at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related
provisions, and regulations (including any applicable proposed
regulations) and
rulings promulgated thereunder, as the foregoing may be in effect
from time to
time.
"Removed Mortgage Loan": A Mortgage Loan which is repurchased
from the Trust Fund pursuant to the terms hereof or as to which one
or more
Qualifying Substitute Mortgage Loans are substituted.
"Rents from Real Property": With respect to any Serviced REO
Property, gross income of the character described in Section 856(d)
of the Code,
which income, subject to the terms and conditions of that Section
of the Code in
its present form, does not include:
(a) except as provided in Section 856(d)(4) or (6) of the Code,
any amount
received or accrued, directly or indirectly, with respect to
such
Serviced
REO Property, if the determination of such amount depends in
whole
or in part
on the income or profits derived by any Person from such
property
(unless
such amount is a fixed percentage or percentages of receipts or
sales and
otherwise constitutes Rents from Real Property);
(b) any amount received or accrued, directly or indirectly,
from
any Person
if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person
determined in
accordance
with Sections 856(d)(2)(B) and (d)(5) of the Code;
(c) any amount received or accrued, directly or indirectly,
with
respect to
such Serviced REO Property if any Person Directly Operates such
Serviced
REO Property;
(d) any amount charged for services that are not customarily
furnished
in connection with the rental of property to tenants in
buildings
of a
similar class in the same geographic market as such Serviced
REO
Property
within the meaning of Treasury Regulations Section
1.856-4(b)(1)
(whether
or not such charges are separately stated); and
(e) rent attributable to personal property unless such personal
property
is leased under, or in connection with, the lease of such
Serviced
REO
Property and, for any taxable year of the Trust Fund, such rent is
no
greater
than 15 percent of the total rent received or accrued under, or
in
connection
with, the lease.
"REO Account": As defined in Section 3.17(b).
"REO Loan": Any Mortgage Loan, Non-Serviced Mortgage Loan or
Serviced Whole Loan as to which the related Mortgaged Property has
become an REO
Property.
"REO Proceeds": With respect to any Serviced REO Property and
the related Serviced REO Loan, all revenues received by the Special
Servicer
with respect to such Serviced REO Property or Serviced REO Loan
which do not
constitute Liquidation Proceeds.
"REO Property": A Mortgaged Property title to which has been
acquired by the Special Servicer on behalf of the Trust Fund
through
foreclosure, deed in lieu of foreclosure or otherwise, or in the
case of the
Non-Serviced Mortgage Loan, the Trust Fund's beneficial interest in
the
Mortgaged Property acquired by the Other Trustee pursuant to the
Other Pooling
Agreement.
"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 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 promulgated as
recommended by
the CMSA for commercial mortgage securities transactions generally
and, insofar
as it requires the presentation of information in addition to that
called for by
the form of the "REO Status Report" available as of the Closing
Date on the CMSA
Website, is reasonably acceptable to the Master Servicer or the
Special
Servicer, as applicable.
"Replacement Mortgage Loan": Any Qualifying Substitute Mortgage
Loan that is substituted for one or more Removed Mortgage
Loans.
"Reportable Event": As defined in Section 10.9.
"Reporting Servicer": The Master Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special
servicing of
any Mortgage Loan), the Trustee, and each Servicing Function
Participant.
"Repurchase Price": With respect to any Mortgage Loan to be
repurchased or purchased pursuant to Sections 2.03(d) or 9.01, or
any Specially
Serviced Loan or any Serviced REO Loan to be sold pursuant to
Section 3.18, an
amount, calculated by the Master Servicer or the Special Servicer,
as
applicable, equal to:
(a) the outstanding principal balance of such Mortgage Loan as
of the
date of purchase; plus
(b) all accrued and unpaid interest on such Mortgage Loan at
the
related
Mortgage Rate in effect from time to time to but not including
the
Due Date
in the month of purchase; plus
(c) all related unreimbursed Property Advances plus accrued and
unpaid
interest on related Advances at the Advance Rate, and Special
Servicing
Fees and Workout Fees allocable to such Mortgage Loan (and, in
the
case of
the Non-Serviced Mortgage Loan, unpaid fees payable to the
Other
Servicer,
the Other Special Servicer or the Other Trustee allocable to
such
Mortgage
Loan); plus
(d) any Liquidation Fee due pursuant to Section 3.12 hereunder
allocable
to such Mortgage Loan; plus
(e) if such Mortgage Loan (or related REO loan) is being
purchased
by a Mortgage Loan Seller pursuant to Section 2.03(d), to the
extent not
otherwise included in the amount described in clause (c) of
this
definition, all reasonable out-of-pocket expenses reasonably
incurred or to
be
incurred by the Master Servicer, the Special Servicer, the
Depositor and
the
Trustee in respect of the Breach or Defect giving rise to the
repurchase
obligation, including any expenses arising out of the enforcement
of the
repurchase
obligation, including, without duplication, any amounts
previously
reimbursed from the Collection Account or the applicable
Serviced
Whole Loan
Collection Account, as applicable, plus accrued and unpaid
interest
thereon at the Advance Rate, to the extent payable to the
Master
Servicer,
the Special Servicer or the Trustee.
For purposes of this Agreement, (i) the "Repurchase Price" in
respect of a Serviced Companion Loan that is purchased by the
related Mortgage
Loan Seller shall be the repurchase price paid by the related
Mortgage Loan
Seller under the related Serviced Companion Loan Securitization
Agreement and
(ii) with respect to a sale of an REO Property securing a Serviced
Whole Loan,
the term Mortgage Loan or REO Loan shall be construed to include
any related
Companion Loans.
"Request for Release": A request for a release signed by a
Servicing Officer, substantially in the form of Exhibit E
hereto.
"Reserve Accounts": With respect to any Mortgage Loan (other
than the Non-Serviced Mortgage Loan) or Serviced Whole Loan,
reserve accounts,
if any, established pursuant to the Mortgage or the Loan Agreement
and any
Escrow Account. Any Reserve Account may be a sub-account of a
related Cash
Collateral Account. Any Reserve Account shall be beneficially owned
for federal
income tax purposes by the Person who is entitled to receive the
reinvestment
income or gain thereon in accordance with the terms and provisions
of the
related Mortgage Loan and Section 3.07, which Person shall be taxed
on all
reinvestment income or gain thereon. The Master Servicer shall be
permitted to
make withdrawals therefrom for deposit into the Cash Collateral
Account, if
applicable, or the Collection Account or for the purposes set forth
under the
related Mortgage Loan or Serviced Whole Loan.
"Resolution Extension Period" shall mean:
(a) for purposes of remediating a Material Breach with respect
to any
Mortgage Loan, the 90-day period following the end of the
applicable
Initial
Resolution Period;
(b) for purposes of remediating a Material Defect with respect
to any
Mortgage Loan that is not a Specially Serviced Loan at the
commencement of, and does not become a Specially Serviced Loan
during, the
applicable
Initial Resolution Period, the period commencing at the end of
the
applicable Initial Resolution Period and ending on, and including,
the
earlier of
(i) the 90th day following the end of such Initial Resolution
Period and
(ii) the 45th day following the applicable Mortgage Loan
Seller's
receipt of
written notice from the Master Servicer or the Special Servicer
of the
occurrence of any Servicing Transfer Event with respect to such
Mortgage
Loan subsequent to the end of such Initial Resolution Period;
(c) for purposes of remediating a Material Defect with respect
to any
Mortgage Loan that is a not a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, but as to
which a
Servicing
Transfer Event occurs during such Initial Resolution Period,
the
period
commencing at the end of the applicable Initial Resolution Period
and
ending on,
and including, the 90th day following the earlier of the end of
such
Initial Resolution Period and the applicable Mortgage Loan
Seller's
receipt of
written notice from the Master Servicer or the Special Servicer
of the
occurrence of such Servicing Transfer Event; and
(d) for purposes of remediating a Material Defect with respect
to any
Mortgage Loan that is a Specially Serviced Loan as of the
commencement of the applicable Initial Resolution Period, zero
(-0-) days;
provided
that, if the applicable Mortgage Loan Seller did not receive
written
notice from the Master Servicer or the Special Servicer of the
relevant
Servicing Transfer Event as of the commencement of the
applicable
Initial
Resolution Period, then such Servicing Transfer Event shall be
deemed to
have occurred during such Initial Resolution Period and clause
(c)
of this
definition will be deemed to apply.
The applicable Mortgage Loan Seller shall have an additional 90
days beyond any cure period specified above to cure such Material
Defect or
Material Beach; provided that, the Mortgage Loan Seller has
commenced and is
diligently proceeding with the cure of such Material Defect or
Material Breach
and such failure to cure is solely the result of a delay in the
return of
documents from the local filing or recording authorities.
"Responsible Officer": Any officer of the Trustee assigned to
the Corporate Trust Office (and, in the event that the Trustee is
the
Certificate Registrar or the Paying Agent, of the Certificate
Registrar or the
Paying Agent, as applicable) with direct responsibility for the
administration
of this Agreement and also, with respect to a particular matter,
any other
officer to whom such matter is referred because of such officer's
knowledge of
and familiarity with the particular subject, and, in the case of
any
certification required to be signed by a Responsible Officer, such
an officer
whose name and specimen signature appears on a list of corporate
trust officers
furnished to the Master Servicer by the Trustee, as such list may
from time to
time be amended.
"Restricted Certificate": As defined in Section 5.02(k).
"Restricted Period": The 40-day period prescribed by Regulation
S commencing on the later of (a) the date upon which the
Certificates are first
offered to persons other than the Initial Purchasers and any other
distributor
(as defined in Regulation S) of the Certificates and (b) the
Closing Date.
"Revised Rate": With respect to those Mortgage Loans on the
Mortgage Loan Schedule indicated as having a revised rate, the
increased
interest rate after the Anticipated Repayment Date (in the absence
of a default)
for each applicable Mortgage Loan, as calculated and as set forth
in the related
Mortgage Loan.
"Rule 144A": Rule 144A under the Act.
"Rule 144A Global Certificate": Each of the Class XS, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q and Class
S Certificates issued as such on the Closing Date.
"Sabre Office Center B Loan": As defined in the Preliminary
Statement.
"Sabre Office Center B Loan Noteholder": The holder of the Note
for the Sabre Office Center B Loan.
"Sabre Office Center Companion Loan": As defined in the
Preliminary Statement.
"Sabre Office Center Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of August 11,
2006 by and
between General Electric Capital Corporation and CBA-Mezzanine
Capital Finance,
LLC, as from time to time amended, supplemented or modified.
"Sabre Office Center Mortgage Loan": As defined in the
Preliminary Statement.
"Sabre Office Center Whole Loan": As defined in the Preliminary
Statement.
"Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder
(including any
interpretations thereof by the Commission's staff).
"Sarbanes-Oxley Certification": As defined in Section 10.08.
"Securities Legend": With respect to each Residual Certificate
or any Individual Certificate, the legend set forth in, and
substantially in the
form of, Exhibit F hereto.
"Serviced B Loan": Each of the First City Tower B Loan, the
Casual Male HQ B Loan, the Sabre Office Centre B Loan, the Summit
Park
Apartments B Loan, the Shoppes at Savannah B Loan and/or the 777
Sunrise Highway
B Loan, as applicable and as the context may require.
"Serviced B Loan Noteholder": A holder of a Serviced B Loan.
"Serviced Companion Loan": Each of the Mall of America
Companion
Loan, the First City Tower Companion Loan, the Fortress/Ryan's
Portfolio
Companion Loan, the Casual Male HQ Companion Loan, the Sabre Office
Center
Companion Loan, the Summit Park Apartments Companion Loan, the
Shoppes at
Savannah Companion Loan and/or the 777 Sunrise Highway Companion
Loan, as
applicable and as the context may require.
"Serviced Companion Loan Noteholder": A holder of a Serviced
Companion Loan.
"Serviced Companion Loan Noteholder Register": As defined in
Section 3.32(b).
"Serviced Companion Loan Securities": For so long as the
Mortgage Loan related thereto or any successor Serviced REO Loan
thereof is part
of the Mortgage Pool, any class of securities backed by a Serviced
Companion
Loan. Any reference herein to a "series" of Serviced Companion Loan
Securities
shall refer to separate securitizations of one or more of the
Serviced Companion
Loans.
"Serviced Companion Loan Securitization Agreement": With
respect
to any Serviced Companion Loan, any agreement under which any
securities
evidencing interests in such Serviced Companion Loan are issued, as
from time to
time amended, supplemented or modified.
"Serviced Companion Loan Service Provider": With respect to any
Serviced Passu Companion Loan that has been deposited into a
securitization
trust, the related trustee, master servicer, special servicer, sub
servicer and
any other Person that makes principal and/or interest advances in
respect of
such mortgage loan pursuant to the related pooling and servicing
agreement.
"Serviced Companion Loan Trustee": With respect to any Serviced
Companion Loan, the trustee with respect to such Serviced Companion
Loan
appointed and acting under the related Serviced Companion Loan
Securitization
Agreement, if any.
"Serviced Mortgage Loan": Each of the Mall of America Mortgage
Loan, the First City Tower Mortgage Loan, the Fortress/Ryan's
Portfolio Mortgage
Loan, the Casual Male HQ Mortgage Loan, the Sabre Office Center
Mortgage Loan,
the Summit Park Apartments Mortgage Loan, the Shoppes at Savannah
Mortgage Loan
and/or the 777 Sunrise Highway Mortgage Loan, as applicable and as
the context
may require.
"Serviced Pari Passu Companion Loan": Each of the Mall of
America Companion Loan and the Fortress/Ryan's Portfolio Companion
Loan, as the
context may require and as applicable.
"Serviced Pari Passu Companion Loan Noteholder": Any holder of
a
Serviced Pari Passu Companion Loan.
"Serviced REO Loan": Any REO Loan that is serviced by the
Special Servicer pursuant to this Agreement.
"Serviced REO Property": Any REO Property that is serviced by
the Special Servicer pursuant to this Agreement.
"Serviced Whole Loan": Each of the Mall of America Whole Loan,
the First City Tower Whole Loan, the Fortress/Ryan's Portfolio
Whole Loan, the
Casual Male HQ Whole Loan, the Sabre Office Center Whole Loan, the
Summit Park
Apartments Whole Loan, the Shoppes at Savannah Whole Loan and/or
the 777 Sunrise
Highway Whole Loan, as applicable and as the context may
require.
"Serviced Whole Loan Collection Account": With respect to each
Serviced Whole Loan, the separate account or subaccount created and
maintained
by the Master Servicer pursuant to Section 3.05(h) on behalf of
the
Certificateholders and the related Serviced Companion Loan
Noteholders, which
shall be entitled "Midland Loan Services, Inc., as Master Servicer
for the
Certificateholders and the Companion Loan Noteholders relating to,
and for the
benefit of LaSalle Bank National Association, as Trustee, in trust
for the
Holders of, Deutsche Mortgage & Asset Receiving Corporation,
COMM 2006-C8
Commercial Mortgage Pass-Through Certificates, Serviced Whole Loan
Collection
Account." Amounts in any Serviced Whole Loan Collection Account
applicable to
the related Serviced Companion Loans shall not be assets of the
Trust Fund, but
instead shall be held by the Master Servicer on behalf of the Trust
Fund (in
respect of amounts reimbursable therefrom) and, the related
Serviced Companion
Loan Noteholders. Any such account or subaccount shall be an
Eligible Account.
"Serviced Whole Loan Remittance Amount": For each distribution
date that the Master Servicer is required to make a distribution to
a Serviced
Companion Loan Noteholder pursuant to Section 3.05(i) and with
respect to each
Serviced Whole Loan and related Mortgaged Property (if it becomes a
Serviced REO
Property), any amount received by the Master Servicer (or, with
respect to a
Serviced REO Property, the Special Servicer) during the related
Collection
Period that is payable to the Serviced Companion Loan Noteholder
pursuant to the
related Co-Lender Agreement or to be remitted to the Collection
Account.
"Serviced Whole Loan REO Account": As defined in Section
3.17(b).
"Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Mortgage Loans or any other assets
of the Trust
by an entity that meets the definition of "servicer" set forth in
Item 1101 of
Regulation AB and is referenced in the disclosure requirements set
forth in Item
1108 of Regulation AB. For clarification purposes, any
uncapitalized occurrence
of this term shall have the meaning commonly understood by
participants in the
commercial mortgage-backed securities market.
"Servicer Prepayment Interest Shortfall": As defined in Section
3.19(c).
"Servicer Remittance Date": With respect to any Distribution
Date, the Business Day preceding such Distribution Date.
"Servicing Compensation": With respect to any Collection
Period,
the related Servicing Fee, Net Prepayment Interest Excess, if any,
and any other
fees, charges or other amounts payable to the Master Servicer under
this
Agreement for such period.
"Servicing Criteria": The criteria set forth in paragraph (d)
of
Item 1122 of Regulation AB as such may be amended from time to
time.
"Servicing Fee": With respect to each Mortgage Loan or Serviced
Pari Passu Companion Loan and for any Distribution Date, an amount
per Interest
Accrual Period equal to the product of (i) the respective Servicing
Fee Rate and
(ii) the Stated Principal Balance of such Mortgage Loan or Serviced
Pari Passu
Companion Loan as of the Due Date in the immediately preceding
Collection Period
(without giving effect to payments of principal on such Mortgage
Loan or
Serviced Pari Passu Companion Loan on such Due Date). The Servicing
Fee shall be
calculated in accordance with the provisions of Section 1.02(a).
For the
avoidance of doubt, with respect to any B Loan, no Servicing Fee
shall accrue or
be payayble on the principal balance thereof.
"Servicing Fee Rate": With respect to each Mortgage Loan or
Serviced Pari Passu Companion Loan, the sum of the Master Servicing
Fee Rate and
the related Primary Servicing Fee Rate, if any, which rates per
annum are set
forth on Exhibit B-2 to this Agreement.
"Servicing File": As defined in the related Mortgage Loan
Purchase Agreement.
"Servicing Function Participant": Any Person, other than the
Master Servicer, the Special Servicer and the Trustee, that, within
the meaning
of Item 1122 of Regulation AB, is performing activities that
address the
Servicing Criteria, unless such Person's activities relate only to
5% or less of
the Mortgage Loans (based on their Stated Principal Balance).
"Servicing Officer": Any officer or employee of the Master
Servicer or the Special Servicer, as applicable, involved in, or
responsible
for, the administration and servicing of the Mortgage Loans or
Serviced
Companion Loans, or this Agreement and also, with respect to a
particular
matter, any other officer to whom such matter is referred because
of such
officer's or employee's knowledge of and familiarity with the
particular
subject, and, in the case of any certification required to be
signed by a
Servicing Officer, such an officer or employee whose name and
specimen signature
appears on a list of servicing officers furnished to the Trustee by
the Master
Servicer or the Special Servicer, as applicable, as such list may
from time to
time be amended.
"Servicing Standard": With respect to the Master Servicer or
the
Special Servicer, shall mean to diligently service and administer
the Mortgage
Loans (other than the Non-Serviced Mortgage Loan) and the Serviced
Whole Loans
for which each is responsible in the best interests of and for the
benefit of
all of the Certificateholders and, with respect to each Serviced
Whole Loan, for
the benefit of the Serviced Companion Loan Noteholders (as a
collective whole,
but giving due consideration to the subordinate nature of any B
Loan as
determined by the Master Servicer or the Special Servicer, as the
case may be,
in the exercise of its reasonable judgment) in accordance with
applicable law,
the terms of this Agreement, the terms of the related Co-Lender
Agreement, as
applicable, and the Mortgage Loans or Serviced Whole Loans, as
applicable, and
to the extent not inconsistent with the foregoing, in accordance
with the higher
of the following standards of care:
(a) the same manner in which, and with the same care, skill,
prudence
and diligence with which the Master Servicer or the Special
Servicer,
as the case may be, services and administers similar mortgage
loans for
other third-party portfolios, giving due consideration to the
customary
and usual standards of practice of prudent institutional
commercial
and multifamily mortgage lenders servicing their own mortgage
loans with
a view to the maximization of timely recovery of principal and
interest
on a net present value basis on the Mortgage Loans or Specially
Serviced
Loans, as applicable, and the best interests of the Trust and
the
Certificateholders and, with respect to any Serviced Whole Loan,
the
Certificateholders and the related Serviced Companion Loan
Noteholders (as a
collective
whole, but giving due consideration to the subordinate nature
of
any B Loan
as determined by the Master Servicer or the Special Servicer,
as
the case
may be, in its reasonable judgment); and
(b) the same care, skill, prudence and diligence with which the
Master
Servicer or the Special Servicer, as the case may be, services
and
administers commercial and multifamily mortgage loans owned by the
Master
Servicer
or the Special Servicer, as the case may be, with a view to the
maximization of timely recovery of principal and interest on a net
present
value
basis on the Mortgage Loans or Specially Serviced Loans, as
applicable, and the best interests of the Trust and the
Certificateholders
and, with
respect to any Serviced Whole Loan, the Certificateholders and
the
related
Serviced Companion Loan Noteholders (as a collective whole, but
giving due
consideration to the subordinate nature of any B Loan as
determined
by the Master Servicer or the Special Servicer, as the case may
be, in its
reasonable judgment),
but without regard to (a) any relationship that the Master Servicer
or the
Special Servicer, as the case may be, or any Affiliate of the
Master Servicer or
the Special Servicer, may have with the related Borrower, any
Mortgage Loan
Seller, any other party to this Agreement or any Affiliate of the
foregoing; (b)
the ownership of any Certificate, any Non-Serviced Mortgage Loan or
any Serviced
Companion Loan by the Master Servicer or the Special Servicer, as
the case may
be, or any Affiliate of the Master Servicer or the Special
Servicer; (c) the
Master Servicer's obligation to make Advances; (d) the Master
Servicer's or the
Special Servicer's, as the case may be, right to receive
compensation for its
services hereunder or with respect to any particular transaction;
(e) the
ownership, servicing or management for others of any other mortgage
loans or
mortgaged properties by the Master Servicer or the Special Servicer
or any
Affiliate of the Master Servicer or the Special Servicer, as
applicable; (f) any
debt that the Master Servicer or the Special Servicer or any
Affiliate of the
Master Servicer or the Special Servicer, as applicable, has
extended to any
Borrower or an Affiliate of any Borrower (including, without
limitation, any
mezzanine financing); and (g) any obligation of the Master Servicer
or any
Affiliate thereof, to repurchase or substitute for a Mortgage Loan
as Mortgage
Loan Seller.
"Servicing Transfer Event": An event specified in the
definition
of Specially Serviced Loan.
"Shoppes at Savannah B Loan": As defined in the Preliminary
Statement.
"Shoppes at Savannah B Loan Noteholder": The holder of the Note
for the Shoppes at Savannah B Loan.
"Shoppes at Savannah Companion Loan": As defined in the
Preliminary Statement.
"Shoppes at Savannah Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of September
29, 2006 by
and between General Electric Capital Corporation and CBA-Mezzanine
Capital
Finance, LLC, as from time to time amended, supplemented or
modified.
"Shoppes at Savannah Mortgage Loan": As defined in the
Preliminary Statement.
"Shoppes at Savannah Whole Loan": As defined in the Preliminary
Statement.
"Similar Law": As defined in Section 5.02(k) hereof.
"Small Loan Appraisal Estimate": With respect to any Mortgage
Loan having a Stated Principal Balance of less than $2,000,000, the
Special
Servicer's good faith estimate of the value of such Mortgage Loan,
as certified
to the Master Servicer by the Special Servicer.
"SNDA": As defined in Section 3.30(n)(1) hereof.
"Sole Certificateholder": Any Holder (or Holders, provided they
act in unanimity) holding 100% of the then outstanding Class XS,
Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q
and Class S
Certificates or an assignment of the voting rights thereof;
provided, however,
that the Certificate Balances of the Class A-1, Class A-2A, Class
A-2B, Class
A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class
B, Class C,
Class D, Class E, Class F and Class G Certificates have been
reduced to zero.
"Special Servicer": LNR Partners, or its successor in interest,
or any successor special servicer appointed as provided in Section
3.25,
including without limitation any successor special servicer
appointed with
respect to a specific Serviced Whole Loan pursuant to Section 3.25.
In the event
that the Master Servicer is also the Special Servicer hereunder,
and the Master
Servicer is terminated or resigns as the Master Servicer hereunder,
the Master
Servicer shall be terminated as the Special Servicer hereunder. In
the event
there is more than one Special Servicer administering Specially
Serviced Loans
hereunder, each reference in this Agreement to the "Special
Servicer" shall be
construed to apply to the Special Servicer then servicing that
particular
Mortgage Loan or Serviced Whole Loan.
"Special Servicer Event of Default": As defined in Section
7.01(b).
"Special Servicing Compensation": With respect to any Mortgage
Loan, any of the Special Servicing Fee, Workout Fee, Liquidation
Fee and any
other fees, charges or other amounts which shall be due to the
Special Servicer.
"Special Servicing Fee": With respect to each Specially
Serviced
Loan (or Serviced REO Loan) for each calendar month (or portion
thereof), the
fraction of the Special Servicing Fee Rate applicable to such
month, or portion
thereof (determined using the same interest accrual methodology
that is applied
with respect to the Mortgage Rate for such Mortgage Loan for such
month)
multiplied by the Stated Principal Balance of such Specially
Serviced Loan
(subject, in the case of the Sabre Office Center Whole Loan, the
Summit Park
Apartments Whole Loan, the Shoppes at Savannah Whole Loan and the
777 Sunrise
Highway Whole Loan, to the terms of the related Co-Lender
Agreement) as of the
Due Date (without giving effect to all payments of principal on
such Specially
Serviced Loan or Serviced REO Loan on such Due Date) in the
Collection Period
prior to such Distribution Date (or, in the event that a Principal
Prepayment in
full or an event described in clauses (i)-(vii) under the
definition of
Liquidation Proceeds shall occur with respect to any such Specially
Serviced
Loan or Serviced REO Loan on a date that is not a Due Date, on the
basis of the
actual number of days to elapse from and including the most
recently preceding
related Due Date to but excluding the date of such Principal
Prepayment or
Liquidation Proceeds event in a month consisting of 30 days).
"Special Servicing Fee Rate": A rate equal to 0.35% per annum,
subject to a minimum monthly amount equal to $4,000 with respect to
each
Specially Serviced Loan and Serviced REO Loan.
"Specially Serviced Loan": Subject to Section 3.26, any
Mortgage
Loan (other than the Non-Serviced Mortgage Loan) or Serviced Whole
Loan with
respect to which:
(a) either (i) with respect to such Mortgage Loan or Serviced
Companion
Loan other than a Balloon Loan, a payment default shall have
occurred
on such Mortgage Loan or Serviced Companion Loan at its
Maturity
Date or,
if the Maturity Date of such Mortgage Loan or Serviced
Companion
Loan has
been extended in accordance herewith, a payment default occurs
on
such
Mortgage Loan or Serviced Companion Loan at its extended Maturity
Date
or (ii)
with respect to a Balloon Loan, a payment default shall have
occurred
with respect to the related Balloon Payment; provided, however,
that if
(a) the related Borrower is diligently seeking a refinancing
commitment
(and delivers a statement to that effect to the Special
Servicer
and the
Controlling Class Representative within 30 days after such
default),
(b) the
related Borrower continues to make its Assumed Scheduled
Payment,
(c), no
other Servicing Transfer Event shall have occurred with respect
to
such
Mortgage Loan or Serviced Companion Loan and (d) the Controlling
Class
Representative consents, a Servicing Transfer Event will not occur
until 60
days
beyond the related Maturity Date; and provided, further, if the
related
Borrower
delivers to the Special Servicer and the Controlling Class
Representative, on or before the 60th day after the related
Maturity Date, a
refinancing commitment reasonably acceptable to the Special
Servicer and the
Controlling Class Representative, and such Borrower continues to
make its
Assumed
Scheduled Payments (and no other Servicing Transfer Event shall
have
occurred
with respect to that Mortgage), a Servicing Transfer Event will
not
occur
until the earlier of (1) 120 days beyond the related Maturity Date
and
(2) the
termination of the refinancing commitment;
(b) any Monthly Payment (other than a Balloon Payment) is 60
days or
more delinquent;
(c) the date upon which the Master Servicer or Special Servicer
(with the
consent of the Controlling Class Representative in the case of
a
determination by the Special Servicer) determines that a payment
default or
any other
default under the applicable Loan Documents that (with respect
to
such other
default) would materially impair the value of the Mortgaged
Property
as security for the Mortgage Loan and, if applicable, Serviced
Companion
Loan or otherwise would materially adversely affect the
interests
of
Certificateholders and, if applicable, the holder of the related
Serviced
Companion
Loan and would continue unremedied beyond the applicable grace
period
under the terms of the related Loan Documents (or, if no grace
period
is
specified for 60 days and provided that a default that would give
rise to
an
acceleration right without any grace period will be deemed to have
a
grace
period equal to zero) is reasonably foreseeable and is not likely
to
be cured
by the related Borrower within 60 days or, except as provided
in
clause
(a)(ii) above, in the case of a Balloon Payment, for at least
30
days;
(d) the date upon which the related Borrower has become a
subject of
a decree or order of a court or agency or supervisory authority
having
jurisdiction in the premises in an involuntary case under any
present
or future
federal or state bankruptcy, insolvency or similar law, or the
appointment of a conservator, receiver or liquidator in any
insolvency,
readjustment of debt, marshaling of assets and liabilities or
similar
proceedings, or for the
winding-up or liquidation of its affairs, provided
that if
such decree or order has been dismissed, discharged or stayed
within
60 days
thereafter, such Mortgage Loan or Serviced Whole Loan shall no
longer be
a Specially Serviced Loan and no Special Servicing Fees shall
be
payable
with respect thereto;
(e) the date on which the related Borrower consents to the
appointment of a conservator or receiver or liquidator in any
insolvency,
readjustment of debt, marshaling of assets and liabilities or
similar
proceedings of or relating to such Borrower of or relating to all
or
substantially all of its property;
(f) the date on which the related Borrower admits in writing
its
inability
to pay its debts generally as they become due, files a petition
to
take
advantage of any applicable insolvency or reorganization statute,
makes
an
assignment for the benefit of its creditors, or voluntarily
suspends
payment of
its obligations;
(g) a default, of which the Master Servicer or Special Servicer
has notice
(other than a failure by such related Borrower to pay principal
or
interest) and which in the opinion of the Master Servicer or
Special
Servicer
(in the case of the Special Servicer, with the consent of the
Controlling Class Representative) materially and adversely affects
the
interests
of the Certificateholders or any holder of a Serviced Companion
Loan, if
applicable, occurs and remains unremedied for the applicable
grace
period
specified in the Loan Documents for such Mortgage Loan or
Serviced
Whole Loan
(or if no grace period is specified for those defaults which
are
capable of
cure, 60 days); or
(h) the date of which the Master Servicer or Special Servicer
receives
notice of the foreclosure or proposed foreclosure of any lien
on
the
related Mortgaged Property;
provided, however, that such Mortgage Loan or Serviced Whole Loan
will cease to
be a Specially Serviced Loan (each, a "Corrected Mortgage Loan")
(i) with
respect to the circumstances described in clauses (a) and (b)
above, when the
related Borrower thereunder has brought such Mortgage Loan or
Serviced Whole
Loan current and thereafter made three consecutive full and timely
Monthly
Payments, including pursuant to any workout of such Mortgage Loan
or Serviced
Whole Loan, (ii) with respect to the circumstances described in
clause (c), (d),
(e), (f) and (h) above, when such circumstances cease to exist in
the good faith
judgment of the Special Servicer, and (iii) with respect to the
circumstances
described in clause (g) above, when such default is cured;
provided, in each
case, that at that time no circumstance exists (as described above)
that would
cause such Mortgage Loan or Serviced Whole Loan to continue to be
characterized
as a Specially Serviced Loan.
Notwithstanding any provision of this Agreement to the
contrary,
consistent with the Servicing Standard, the servicing rights and
obligations of
the Special Servicer with respect to the Sabre Office Center B
Loan, the Summit
Park Apartments B Loan, the Shoppes at Savannah B Loan and the 777
Sunrise
Highway B Loan will be limited pursuant to the terms of the related
Co-Lender
Agreement prior to, or after the discontinuance of, a "Material
Default" (as
defined in Section 3(b) of the related Co-Lender Agreement).
If a Servicing Transfer Event exists with respect to any
Mortgage Loan included in a Serviced Whole Loan, then it will also
be deemed to
exist with respect to the related Serviced Companion Loans, and
vice versa. If
any Mortgage Loan in a group of Cross-Collateralized Mortgage Loans
becomes a
Specially Serviced Loan, each other Mortgage Loan in such group
of
Cross-Collateralized Mortgage Loans shall also become a Specially
Serviced Loan.
The right of the holder of the related Serviced B Note to cure
an event of default under the First City Tower Intercreditor
Agreement or the
Casual Male HQ Intercreditor Agreement, as applicable, is subject
to the
limitations set forth in such Co-Lender Agreement. Any such cure
deposit by the
holder of the applicable Serviced B Note shall be treated as an
"outside reserve
fund" for purposes of the REMIC Provisions, and the holder of such
Serviced B
Note shall be treated as the beneficial owner thereof or of any
reimbursement
from the Trust Fund, and shall be taxable on any reinvestment
income thereon.
"Startup Day": In the case of the Upper-Tier REMIC and
Lower-Tier REMIC, the day designated as such pursuant to Section
2.06(a) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan
or
Serviced Whole Loan, on any date of determination, the principal
balance as of
the Cut-off Date of such Mortgage Loan or Serviced Whole Loan (or
in the case of
a Replacement Mortgage Loan, the outstanding principal balance as
of the related
date of substitution and after application of all scheduled
payments of
principal and interest due on or before the related Due Date in the
month of
substitution, whether or not received), as reduced on each
Distribution Date (to
not less than zero) by (i) all payments (or P&I Advances in
lieu thereof) of,
and all other collections allocated as provided in Section 1.02 to,
principal of
or with respect to such Mortgage Loan or Serviced Whole Loan that
are
distributed to Certificateholders or Serviced Companion Loan
Noteholder on such
Distribution Date or applied to any other payments required under
this Agreement
on or prior to such date of determination, and (ii) any principal
forgiven by
the Special Servicer (or with respect to the Non-Serviced Mortgage
Loan, by the
Other Special Servicer) and other principal losses realized in
respect of such
Mortgage Loan or Serviced Whole Loan during the related Collection
Period (or
with respect to the Non-Serviced Mortgage Loan, other principal
losses realized
in respect of the Non-Serviced Mortgage Loan during the related
Collection
Period as determined in accordance with the terms of the Other
Pooling and
Servicing Agreement).
A Mortgage Loan or any related REO Loan shall be deemed to be
part of the Trust Fund and to have an outstanding Stated Principal
Balance until
the Distribution Date on which Liquidation Proceeds, if any, are to
be (or, if
no such Liquidation Proceeds are received, would have been)
distributed to
Certificateholders. The Stated Principal Balance of any Mortgage
Loan or
Serviced Whole Loan with respect to which the Master Servicer or
Special
Servicer has made a Final Recovery Determination is zero.
"Subcontractor": Any vendor, subcontractor or other Person that
is not responsible for the overall servicing (as "servicing" is
commonly
understood by participants in the mortgage-backed securities
market) of Mortgage
Loans but performs one or more discrete functions identified in
Item 1122(d) of
Regulation AB with respect to Mortgage Loans under the direction or
authority of
the Master Servicer or a Servicing Function Participant.
"Substitution Shortfall Amount": In connection with the
substitution of one or more Replacement Mortgage Loans for one or
more Removed
Mortgage Loans, the amount, if any, by which the Repurchase Price
or aggregate
Repurchase Price, as the case may be, for such Removed Mortgage
Loan(s) exceeds
the initial Stated Principal Balance or aggregate initial Stated
Principal
Balance, as the case may be, of such Replacement Mortgage
Loan(s).
"Sub-Servicer": Any Person engaged by the Master Servicer or
the
Special Servicer to perform Servicing with respect to one or more
Mortgage Loans
or REO Loans.
"Sub-Servicing Agreement": The written contract between the
Master Servicer or the Special Servicer, on the one hand, and any
Sub-Servicer,
on the other hand, relating to servicing and administration of the
Mortgage
Loans as provided in Section 3.01(c).
"Successful Sub-Servicing Bidder" As defined in Section
3.01(c).
"Summit Park Apartments B Loan": As defined in the Preliminary
Statement.
"Summit Park Apartments B Loan Noteholder": The holder of the
Note for the Summit Park Apartments B Loan.
"Summit Park Apartments Companion Loan": As defined in the
Preliminary Statement.
"Summit Park Apartments Intercreditor Agreement": That certain
intercreditor agreement among note holders, dated as of July 10,
2006 by and
between General Electric Capital Corporation and CBA-Mezzanine
Capital Finance,
LLC, as from time to time amended, supplemented or modified.
"Summit Park Apartments Mortgage Loan": As defined in the
Preliminary Statement.
"Summit Park Apartments Whole Loan": As defined in the
Preliminary Statement.
"Tax Returns": The federal income tax returns on IRS Form 1066,
U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax
Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed
by the Trustee on behalf of each of the Upper-Tier REMIC and the
Lower-Tier
REMIC due to its classification as a REMIC under the REMIC
Provisions and the
federal income tax return to be filed by the Trustee on behalf of
the Grantor
Trust due to its classification as a grantor trust under subpart E,
Part I of
subchapter J of the Code, together with any and all other
information, reports
or returns that may be required to be furnished to the
Certificateholders or
filed with the IRS or any other governmental taxing authority under
any
applicable provisions of federal law or Applicable State and Local
Tax Law.
"Terminated Party": As defined in Section 7.01(c).
"Terminating Party": As defined in Section 7.01(c).
"Termination Date": The Distribution Date on which the Trust
Fund is terminated pursuant to Section 9.01.
"Third Party Appraiser": As defined in Section 3.18(e) of this
Agreement.
"Time of Sale": At or prior to the time when sales to
purchasers
of the Certificates were first made, which was approximately 11:46
a.m. on
December 13, 2006.
"Time of Sale Information": Collectively, the Depositor's free
writing prospectus dated as of December 4, 2006, the Depositor's
free writing
prospectus dated as of December 8, 2006, the Depositor's free
writing prospectus
dated as of December 12, 2006, the Depositor's free writing
prospectus dated as
of December 13, 2006.
"Total Loan Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of
the "CMSA
Total Loan Report" available as of the Closing Date on the CMSA
Website, or such
other form for the presentation of such information and containing
such
additional information as may from time to time be approved by the
CMSA for
commercial mortgage securities transactions generally.
"Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest in a Class R or Class LR
Certificate.
"Transferee Affidavit": As defined in Section 5.02(l)(ii).
"Transferor Letter": As defined in Section 5.02(l)(ii).
"Trust" or "Trust Fund": The corpus of the trust created hereby
and to be administered hereunder, consisting of (in each case, to
the extent of
the Trust Fund's interest therein and specifically excluding any
interest of any
Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from
time to time are subject to this Agreement, together with the
Mortgage Files
relating thereto; (ii) all scheduled or unscheduled payments on or
collections
in respect of the Mortgage Loans due after the Cut-off Date; (iii)
any REO
Property; (iv) all revenue
