Exhibit 4
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
MIDLAND LOAN SERVICES, INC.,
Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and Paying Agent
POOLING AND SERVICING AGREEMENT
Dated as of
March 16, 2006
X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates
Series 2006-CIBC14
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms................................................
Section 1.02 Certain Calculations.........................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.................................
Section 2.02 Acceptance by Trustee........................................
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties........
Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests........................................
Section 2.05 Grantor Trust Designations...................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of
the Mortgage Loans..........................................
Section 3.02 Collection of Mortgage Loan Payments.........................
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts..........................................
Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution
Account, the Interest Reserve Account, the Gain-on-Sale
Reserve Account and the Excess Interest Distribution
Account.....................................................
Section 3.05 Permitted Withdrawals from the Certificate Account, the
Distribution Accounts, the Companion Distribution
Account and the Excess Interest Distribution Account........
Section 3.06 Investment of Funds in the Certificate Account and the
REO Account.................................................
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.......................................
Section 3.08 Enforcement of Due-on-Sale Clauses; Assumption Agreements....
Section 3.09 Realization Upon Defaulted Mortgage Loans....................
Section 3.10 Trustee to Cooperate; Release of Mortgage Files..............
Section 3.11 Servicing Compensation.......................................
Section 3.12 Inspections; Collection of Financial Statements..............
Section 3.13 [Reserved]...................................................
Section 3.14 [Reserved]...................................................
Section 3.15 Access to Certain Information................................
Section 3.16 Title to REO Property; REO Account...........................
Section 3.17 Management of REO Property...................................
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties..........
Section 3.19 Additional Obligations of Master Servicer and Special
Servicer....................................................
Section 3.20 Modifications, Waivers, Amendments and Consents..............
Section 3.21 Transfer of Servicing Between Master Servicer and Special
Servicer; Recordkeeping; Asset Status Report................
Section 3.22 Sub-Servicing Agreements.....................................
Section 3.23 Representations, Warranties and Covenants of the Master
Servicer....................................................
Section 3.24 Representations, Warranties and Covenants of the Special
Servicer....................................................
Section 3.25 Interest Reserve Account.....................................
Section 3.26 Excess Interest Distribution Account.........................
Section 3.27 Directing Certificateholder Contact with Master Servicer.....
Section 3.28 Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of
Directing Certificateholder.................................
Section 3.29 Intercreditor Agreements.....................................
Section 3.30 Companion Paying Agent.......................................
Section 3.31 Companion Register...........................................
Section 3.32 Certain Matters Relating to the Houston Galleria Mortgage
Loan........................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions................................................
Section 4.02 Statements to Certificateholders; CMSA Investor Reporting
Package (IRP)s; Grant of Power of Attorney..................
Section 4.03 P&I Advances.................................................
Section 4.04 Allocation of Collateral Support Deficit.....................
Section 4.05 Appraisal Reductions.........................................
Section 4.06 Certificate Deferred Interest................................
Section 4.07 Grantor Trust Reporting......................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.............................................
Section 5.02 Registration of Transfer and Exchange of Certificates........
Section 5.03 Book-Entry Certificates......................................
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05 Persons Deemed Owners........................................
Section 5.06 Certificate Ownership Certification..........................
Section 5.07 Appointment of Paying Agent..................................
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer............................................
Section 6.02 Merger, Consolidation or Conversion of the Depositor, the
Master Servicer or the Special Servicer.....................
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others...................
Section 6.04 Depositor, Master Servicer and Special Servicer Not to
Resign......................................................
Section 6.05 Rights of the Depositor in Respect of the Master Servicer
and the Special Servicer....................................
Section 6.06 The Master Servicer and the Special Servicer as
Certificate Owner...........................................
Section 6.07 The Directing Certificateholder..............................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination.................................................
Section 7.02 Trustee to Act; Appointment of Successor.....................
Section 7.03 Notification to Certificateholders...........................
Section 7.04 Waiver of Events of Default..................................
Section 7.05 Trustee as Maker of Advances.................................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 8.01 Duties of the Trustee and the Paying Agent...................
Section 8.02 Certain Matters Affecting the Trustee and the Paying Agent...
Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans...............
Section 8.04 Trustee or Paying Agent May Own Certificates.................
Section 8.05 Fees and Expenses of Trustee and Paying Agent;
Indemnification of Trustee and Paying Agent.................
Section 8.06 Eligibility Requirements for Trustee and the Paying Agent....
Section 8.07 Resignation and Removal of the Trustee and Paying Agent......
Section 8.08 Successor Trustee or Paying Agent............................
Section 8.09 Merger or Consolidation of Trustee or Paying Agent...........
Section 8.10 Appointment of Co-Trustee or Separate Trustee................
Section 8.11 Appointment of Custodians....................................
Section 8.12 Access to Certain Information................................
Section 8.13 Representations and Warranties of the Trustee................
Section 8.14 Representations and Warranties of the Paying Agent...........
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Repurchase or Liquidation of All
Mortgage Loans..............................................
Section 9.02 Additional Termination Requirements..........................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC Administration.........................................
Section 10.02 Use of Agents................................................
Section 10.03 Depositor, Master Servicer and Special Servicer to
Cooperate with Paying Agent.................................
Section 10.04 Appointment of REMIC Administrators..........................
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties; Reasonableness........................
Section 11.02 Succession; Subcontractors...................................
Section 11.03 Filing Obligations...........................................
Section 11.04 Form 10-D Filings............................................
Section 11.05 Form 10-K Filings............................................
Section 11.06 Xxxxxxxx-Xxxxx Certification.................................
Section 11.07 Form 8-K Filings.............................................
Section 11.08 Form 15 Filing...............................................
Section 11.09 Annual Compliance Statements.................................
Section 11.10 Annual Reports on Assessment of Compliance with Servicing
Criteria....................................................
Section 11.11 Annual Independent Public Accountants' Attestation Report....
Section 11.12 Indemnification..............................................
Section 11.13 Amendments...................................................
Section 11.14 Regulation AB Notices........................................
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Amendment....................................................
Section 12.02 Recordation of Agreement; Counterparts.......................
Section 12.03 Limitation on Rights of Certificateholders...................
Section 12.04 Governing Law................................................
Section 12.05 Notices......................................................
Section 12.06 Severability of Provisions...................................
Section 12.07 Grant of a Security Interest.................................
Section 12.08 Successors and Assigns; Third Party Beneficiaries............
Section 12.09 Article and Section Headings.................................
Section 12.10 Notices to the Rating Agencies...............................
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class A-3A Certificate
Exhibit A-4 Form of Class A-3B Certificate
Exhibit A-5 Form of Class A-4 Certificate
Exhibit A-6 Form of Class A-SB Certificate
Exhibit A-7 Form of Class A-1A Certificate
Exhibit A-8 Form of Class X-1 Certificate
Exhibit A-9 Form of Class X-2 Certificate
Exhibit A-10 Form of Class A-M Certificate
Exhibit A-11 Form of Class A-J Certificate
Exhibit A-12 Form of Class B Certificate
Exhibit A-13 Form of Class C Certificate
Exhibit A-14 Form of Class D Certificate
Exhibit A-15 Form of Class E Certificate
Exhibit A-16 Form of Class F Certificate
Exhibit A-17 Form of Class G Certificate
Exhibit A-18 Form of Class H Certificate
Exhibit A-19 Form of Class J Certificate
Exhibit A-20 Form of Class K Certificate
Exhibit A-21 Form of Class L Certificate
Exhibit A-22 Form of Class M Certificate
Exhibit A-23 Form of Class N Certificate
Exhibit A-24 Form of Class P Certificate
Exhibit A-25 Form of Class NR Certificate
Exhibit A-26 Form of Class R Certificate
Exhibit A-27 Form of Class LR Certificate
Exhibit B Mortgage Loan Schedule
Exhibit C Form of Investment Representation Letter
Exhibit D-1 Form of Transfer Affidavit
Exhibit D-2 Form of Transferor Letter
Exhibit E Form of Request for Release
Exhibit F Form of ERISA Representation Letter
Exhibit G Form of Statement to Certificateholders
Exhibit H Form of Omnibus Assignment
Exhibit I-1 Form of Regulation S Transfer Certificate during Restricted
Period
Exhibit I-2 Form of Regulation S Transfer Certificate after Restricted
Period
Exhibit J Form of Purchase Option Notice
Exhibit K Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate during
Restricted Period
Exhibit L [Reserved]
Exhibit M Controlling Class Certificateholder's Reports Checklist
Exhibit N Form of Transfer Certificate for Rule 144A Book-Entry
Certificate to Regulation S Book-Entry Certificate after
Restricted Period
Exhibit O Form of Transfer Certificate of Regulation S Book-Entry
Certificate to Rule 144A Global Book-Entry Certificate
during Restricted Period
Exhibit P Form of Transfer Certificate for Regulation S Book-Entry
Certificate during Restricted Period
Exhibit Q Form Certification to be Provided with Form 10-K
Exhibit R-1 Form of Certification to be Provided to Depositor by Paying
Agent
Exhibit R-2 Form of Certification to be Provided to Depositor by Master
Servicer
Exhibit R-3 Form of Certification to be Provided to Depositor by
Special Servicer
Exhibit S Initial Companion Holders
Exhibit T Form of Notice and Certification regarding Defeasance of
Mortgage Loan
Exhibit U Information Request from Certificateholder, Beneficial
Owner or Prospective Purchaser
Exhibit V Trustee Certification/Exception Report
Exhibit W Form of Notice Relating to the Houston Galleria Mortgage
Loan
Exhibit X Servicing Criteria to be Addressed in Assessment of
Compliance
Exhibit Y Additional Form 10-D Disclosure
Exhibit Z Additional Form 10-K Disclosure
Exhibit AA Form 8-K Disclosure Information
Exhibit BB Additional Disclosure Notification
Exhibit CC Servicing and Subservicing Agreements
Schedule 1 Mortgage Loans Containing Additional Debt
Schedule 2 Mortgage Loans that Initially Pay Interest Only
Schedule 3 Class X Reference Rate Schedule
Schedule 4 Assumption Fees on Certain Mortgage Loans
Schedule 5 Class A-SB Planned Principal Balance Schedule
This Pooling and Servicing Agreement (the "Agreement") is dated and
effective as of March 16, 2006, among X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Midland Loan Services, Inc., as Special Servicer and LaSalle Bank
National Association, as Trustee and Paying Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial,
multifamily and manufactured housing community mortgage loans (the "Mortgage
Loans"). As provided herein, the Paying Agent shall elect or shall cause an
election to be made to treat the Trust Fund (exclusive of the Excess Interest,
the Excess Interest Distribution Account and the proceeds thereof) for federal
income tax purposes as two separate real estate mortgage investment conduits
(the "Upper-Tier REMIC" and the "Lower-Tier REMIC" as described herein).
The parties intend that the portions of the Trust Fund representing
the Excess Interest, the Excess Interest Distribution Account and the proceeds
thereof will be treated as a grantor trust under subpart E of Part I of
subchapter J of the Code and that the beneficial interests therein will be
represented by the Class S Certificates.
LOWER-TIER REMIC
The Class LA-1-1, Class LA-1-2, Class LA-1-3, Class LA-1-4, Class
LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class LA-1A-4, Class LA-1A-5, Class
LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class LA-1A-9, Class LA-1A-10, Class
LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class LA-1A-14, Class LA-1A-15, Class
LA-2-1, Class LA-2-2, Class XX-0-0, Xxxxx XX-0X, Xxxxx XX-0X-0, Class LA-3B-2,
Class LA-3B-3, Class LA-3B-4, Class LA-4-1, Class LA-4-2, Class LA-4-3, Class
LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7, Class LA-SB-1, Class LA-SB-2,
Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class LA-SB-7, Class
LA-M, Class LA-J, Class LB, Class LC, Class LD-1, Class LD-2, Class LD-3, Class
LD-4, Class LE-1, Class LE-2, Class LF-1, Class LF-2, Class LF-3, Class LG-1,
Class LG-2, Class LH-1, Class LH-2, Class LH-3, Class LJ-1, Class LJ-2, Class
LK, Class LL, Class LM, Class LN, Class LP and Class LNR Uncertificated
Interests will evidence "regular interests" in the Lower-Tier REMIC created
hereunder. The sole Class of "residual interests" in the Lower-Tier REMIC will
be evidenced by the Class LR Certificates.
The following table sets forth the Original Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests and the Class LR Certificates:
Original
Lower-Tier
Class Designation Interest Rate Principal Amount
----------------- ------------- ----------------
Class LA-1-1 (1) $ 4,050,000
Class LA-1-2 (1) $ 5,191,000
Class LA-1-3 (1) $ 45,893,000
Class LA-1-4 (1) $ 5,761,000
Class LA-1A-1 (1) $ 963,000
Class LA-1A-2 (1) $ 1,176,000
Class LA-1A-3 (1) $ 22,826,000
Class LA-1A-4 (1) $ 9,435,000
Class LA-1A-5 (1) $ 14,350,000
Class LA-1A-6 (1) $ 11,881,000
Class LA-1A-7 (1) $ 9,125,000
Class LA-1A-8 (1) $ 8,699,000
Class LA-1A-9 (1) $ 8,511,000
Class LA-1A-10 (1) $ 29,250,000
Class LA-1A-11 (1) $ 7,864,000
Class LA-1A-12 (1) $ 7,499,000
Class LA-1A-13 (1) $ 7,335,000
Class LA-1A-14 (1) $ 9,756,000
Class LA-1A-15 (1) $281,215,000
Class LA-2-1 (1) $ 46,494,000
Class LA-2-2 (1) $ 51,666,000
Class LA-2-3 (1) $ 43,103,000
Class LA-3A (1) $100,000,000
Class LA-3B-1 (1) $ 6,966,000
Class LA-3B-2 (1) $ 49,897,000
Class LA-3B-3 (1) $ 51,782,000
Class LA-3B-4 (1) $ 9,552,000
Class LA-4-1 (1) $ 31,115,000
Class LA-4-2 (1) $ 98,846,000
Class LA-4-3 (1) $ 31,209,000
Class LA-4-4 (1) $ 72,183,000
Class LA-4-5 (1) $ 26,553,000
Class LA-4-6 (1) $219,978,000
Class LA-4-7 (1) $477,656,000
Class LA-SB-1 (1) $ 1,471,000
Class LA-SB-2 (1) $ 9,585,000
Class LA-SB-3 (1) $ 11,567,000
Class LA-SB-4 (1) $ 11,269,000
Class LA-SB-5 (1) $ 11,955,000
Class LA-SB-6 (1) $ 11,813,000
Class LA-SB-7 (1) $ 57,717,000
Class LA-M (1) $274,737,000
Class LA-J (1) $209,486,000
Class LB (1) $ 61,816,000
Class LC (1) $ 27,474,000
Class LD-1 (1) $ 5,997,000
Class LD-2 (1) $ 16,043,000
Class LD-3 (1) $ 15,310,000
Class LD-4 (1) $ 3,860,000
Class LE-1 (1) $ 12,553,000
Class LE-2 (1) $ 11,487,000
Class LF-1 (1) $ 9,406,000
Class LF-2 (1) $ 19,265,000
Class LF-3 (1) $ 5,671,000
Class LG-1 (1) $ 15,783,000
Class LG-2 (1) $ 11,690,000
Class LH-1 (1) $ 12,438,000
Class LH-2 (1) $ 22,671,000
Class LH-3 (1) $ 6,102,000
Class LJ-1 (1) $ 2,679,000
Class LJ-2 (1) $ 11,058,000
Class LK (1) $ 13,737,000
Class LL (1) $ 6,868,000
Class LM (1) $ 3,434,000
Class LN (1) $ 6,869,000
Class LP (1) $ 6,868,000
Class LNR (1) $ 30,908,510
Class LR None(2) None(2)
------------
(1) The interest rate for such Class of Uncertificated Lower-Tier Interests
shall be the Weighted Average Net Mortgage Rate.
(2) The Class LR Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Yield Maintenance Charges. Any Available Distribution Amount remaining in
the Lower-Tier Distribution Account after distributing the Lower-Tier
Regular Distribution Amount shall be distributed to the Holders of the
Class LR Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date, if any, remaining in the
Lower-Tier Distribution Account).
UPPER-TIER REMIC
The Class A-1, Class A-2, Class A-3A, Class X-0X, Xxxxx X-0, Class
A-SB, 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 P,
Class NR, Class X-1 and Class X-2 Certificates will evidence "regular interests"
in the Upper-Tier REMIC created hereunder. The sole Class of "residual
interests" in the Upper-Tier REMIC created hereunder will be evidenced by the
Class R Certificates.
The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
for each Class of Certificates comprising the interests in the Upper-Tier REMIC
created hereunder:
Original
Initial Certificate
Pass-Through Balance or Ratings(1)
Rate Notional Amount (Xxxxx'x/S&P)
------------- --------------- -------------
Class A-1 Certificates(2) 3.8450% $ 60,895,000 Aaa/AAA
Class A-2 Certificates(2) 5.4370% $ 141,263,000 Aaa/AAA
Class A-3A Certificates (2) 5.4910%(3) $ 100,000,000 Aaa/AAA
Class A-3B Certificates(2) 5.6711%(4) $ 118,197,000 Aaa/AAA
Class A-4 Certificates(2) 5.4810%(3) $ 957,540,000 Aaa/AAA
Class A-SB Certificates(2) 5.5060%(3) $ 115,377,000 Aaa/AAA
Class A-1A Certificates(2) 5.4150%(3) $ 429,885,000 Aaa/AAA
Class A-M Certificates 5.6301%(4) $ 274,737,000 Aaa/AAA
Class A-J Certificates 5.6791%(4) $ 209,486,000 Aaa/AAA
Class B Certificates 5.7201%(5) $ 61,816,000 Aa2/AA
Class C Certificates 5.7201%(5) $ 27,474,000 Aa3/AA-
Class D Certificates 5.7201%(5) $ 41,210,000 A2/A
Class E Certificates 5.7201%(5) $ 24,040,000 A3/A-
Class F Certificates 5.7201%(5) $ 34,342,000 Baa1/BBB+
Class G Certificates 5.7201%(5) $ 27,473,000 Baa2/BBB
Class H Certificates 5.7201%(5) $ 41,211,000 Baa3/BBB-
Class J Certificates 5.1460%(3) $ 13,737,000 Ba1/BB+
Class K Certificates 5.1460%(3) $ 13,737,000 Ba2/BB
Class L Certificates 5.1460%(3) $ 6,868,000 Ba3/BB-
Class M Certificates 5.1460%(3) $ 3,434,000 B1/B+
Class N Certificates 5.1460%(3) $ 6,869,000 B2/B
Class P Certificates 5.1460%(3) $ 6,868,000 B3/B-
Class NR Certificates 5.1460%(3) $ 30,908,510 */*
Class R Certificates N/A(6) N/A(6) */*
Class X-1 Certificates 0.0395%(7) $2,747,367,510(8) Aaa/AAA
Class X-2 Certificates 0.2003%(7) $2,694,275,000(8) Aaa/AAA
------------
(1) The Certificates marked with an asterisk have not been rated by the
applicable Rating Agency.
(2) For purposes of making distributions to the Class A-1, Class A-2, Class
A-3A, Class X-0X, Xxxxx X-0, Class A-SB and Class A-1A Certificates, the
pool of Mortgage Loans will be deemed to consist of two distinct Loan
Groups, Loan Group 1 and Loan Group 2.
(3) Subject to a maximum Pass-Through Rate equal to the Weighted Average Net
Mortgage Rate.
(4) The Pass-Through Rate for any Distribution Date for the Class A-3B, Class
A-M, and Class A-J Certificates will be a per annum rate equal to the
Weighted Average Net Mortgage Rate for the Distribution Date minus
0.0490%, 0.0900%, and 0.0410%, respectively.
(5) The Pass-Through Rate for any Distribution Date for the Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates will be the
Weighted Average Net Mortgage Rate.
(6) The Class R Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Yield Maintenance Charges. Any Available Distribution Amount remaining in
the Upper-Tier Distribution Account, after all required distributions
under this Agreement have been made to each other Class of Certificates,
will be distributed to the Holders of the Class R Certificates.
(7) The Pass-Through Rates for each of the Class X-1 and Class X-2
Certificates will be calculated in accordance with the related definitions
of "Class X-1 Pass-Through Rate" and "Class X-2 Pass-Through Rate," as
applicable.
(8) The Class X-1 and Class X-2 Certificates will not have a Certificate
Balance; rather, each such Class of Certificates will accrue interest as
provided herein on the related Class X-1 Notional Amount and Class X-2
Notional Amount, as applicable.
As of the close of business on the Cut-off Date, the Mortgage Loans
had an aggregate principal balance, after application of all payments of
principal due on or before such date, whether or not received, equal to
$2,747,367,511.
Seven (7) mortgage loans (or groups of mortgage loans), the Houston
Galleria Companion Notes, the CenterPoint I Companion Note, the Xxxxxxx
Portfolio Companion Loan, the Metro Corporate Center Companion Loan, the Tulane
Park Apartments Companion Loan, the Pheasant Run Companion Loan, the Xxxxxx
Corporate Park #1 Companion Loan and the Marlton Square Shopping Center
Companion Loan (collectively, the "Companion Loans") are not part of the Trust
Fund, but are secured by the same Mortgage that secures the related Mortgage
Loan (each, with the exception of the CenterPoint I Mortgage Loan, an "AB
Mortgage Loan" and, collectively, the "AB Mortgage Loans") that is part of the
Trust Fund. As and to the extent provided herein, the Companion Loans will be
serviced and administered in accordance with this Agreement. Amounts
attributable to the Companion Loans will not be assets of the Trust Fund, and
(except to the extent that such amounts are payable or reimbursable to any party
to this Agreement) will be owned by the related Companion Holders.
The Houston Galleria Mortgage Loan and the Houston Galleria Senior
Companion Note are pari passu with each other and the Houston Galleria
Subordinate Notes are subordinated to such loans. The Houston Galleria Mortgage
Loan is part of the Trust Fund. The Houston Galleria A-1 Note and the Houston
Galleria C Note are part of the Houston Galleria Trust. The Houston Galleria B
Note is not part of a trust. The Houston Galleria Mortgage Loan and the Houston
Galleria Companion Notes will be serviced and administered in accordance with
the Houston Galleria Pooling Agreement.
The CenterPoint I Whole Loan consists of the CenterPoint I Mortgage
Loan and the CenterPoint I Companion Note. The CenterPoint I Mortgage Loan and
the CenterPoint I Companion Note are pari passu with each other. The CenterPoint
I Mortgage Loan is part of the Trust Fund. The CenterPoint I Companion Note is
not part of the Trust Fund. The CenterPoint I Mortgage Loan and the CenterPoint
I Companion Note will be serviced and administered in accordance with this
Agreement.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Paying
Agent agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
including in the Preliminary Statement, the following capitalized terms, unless
the context otherwise requires, shall have the meanings specified in this
Article.
"10-K Filing Deadline": As defined in Section 11.05.
"30/360 Mortgage Loans": The Mortgage Loans indicated as such in the
Mortgage Loan Schedule.
"AB Mortgage Loan": As defined in the recitals to this Agreement.
"Acceptable Insurance Default": With respect to any Mortgage Loan or
Loan Pair, other than the Houston Galleria Mortgage Loan or a Mortgage Loan or a
Loan Pair that expressly requires the Mortgagor to maintain insurance coverage
for acts of terrorism, a default under the related Mortgage Loan documents
arising by reason of (i) any failure on the part of the related Mortgagor to
maintain with respect to the related Mortgaged Property specific insurance
coverage with respect to, or an all-risk casualty insurance policy that does not
specifically exclude, terrorist or similar acts, and/or (ii) any failure on the
part of the related Mortgagor to maintain with respect to the related Mortgaged
Property insurance coverage with respect to terrorist or similar acts upon terms
not materially less favorable than those in place as of the Closing Date, in
each case, as to which default the Master Servicer and the Special Servicer may
forbear taking any enforcement action, provided that the Special Servicer has
determined, in its reasonable judgment based on inquiry consistent with the
Servicing Standards and after consultation with the Directing Certificateholder,
that either (a) such insurance is not available at commercially reasonable rates
and that such hazards are not at the time commonly insured against for
properties similar to the related Mortgaged Property and located in or around
the region in which such related Mortgaged Property is located, or (b) such
insurance is not available at any rate; provided, however, the Directing
Certificateholder, will not have more than 30 days to respond to the Special
Servicer's request for consultation; provided, further, that upon the Special
Servicer's determination, consistent with the Servicing Standards, that exigent
circumstances do not allow the Special Servicer to consult with the Directing
Certificateholder, the Special Servicer will not be required to do so. The
Special Servicer shall be entitled to rely on insurance consultants in making
determinations described above. The cost of such insurance consultants shall be
paid from the Certificate Account as a Servicing Advance to the extent the
Mortgage Loan documents do not prohibit such amounts from being collected from
the related Mortgagor and otherwise as an expense of the Trust Fund.
"Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Regular Certificates, an amount equal to interest for the
related Interest Accrual Period at the Pass-Through Rate of such Class of
Certificates for such Distribution Date, accrued on the related Certificate
Balance (or with respect to the Class X-1 and Class X-2 Certificates, the
Notional Amount of such Class) outstanding immediately prior to such
Distribution Date (provided that for interest accrual purposes any distributions
in reduction of Certificate Balance or Notional Amount or reductions in
Certificate Balance or Notional Amount as a result of allocations of Collateral
Support Deficit on the Distribution Date occurring in an Interest Accrual Period
shall be deemed to have been made on the first day of such Interest Accrual
Period). Accrued Certificate Interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months.
"Accrued Interest From Recoveries": With respect to each
Distribution Date and any Class of Certificates (other than the Class X, Class S
and the Residual Certificates) that had an increase to its Certificate Balance
as a result of a recovery of Nonrecoverable Advances, an amount equal to
interest at the Pass-Through Rate applicable to that Class on the amount of such
increase to its Certificate Balance accrued from the Distribution Date on which
Collateral Support Deficit was allocated to such Class as a result of the
reimbursement of Nonrecoverable Advances from the Trust to, but not including,
the Distribution Date on which the Certificate Balance was so increased.
"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.
"Additional Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to a party other than the lender under such Mortgage
Loan as of the Closing Date as set forth on Schedule 1 hereto, as increased or
decreased from time to time pursuant to the terms of the related subordinate
loan documents (including any subordination agreement).
"Additional Exclusions": Exclusions in addition to those customarily
found in the insurance policies for mortgaged properties similar to the
Mortgaged Properties on September 11, 2001.
"Additional Form 10-D Disclosure": As defined in Section 11.04.
"Additional Form 10-K Disclosure": As defined in Section 11.05.
"Additional Servicer": Each Affiliate of the Master Servicer, the
Special Servicer or either Mortgage Loan Seller that services any of the
Mortgage Loans and each Person who is not an Affiliate of the Master Servicer,
other than the Special Servicer, who services 10% or more of the Mortgage Loans.
"Administrative Cost Rate": With respect to each Mortgage Loan, the
sum of the Servicing Fee Rate and the Trustee Fee Rate, in each case computed on
the basis of the Stated Principal Balance of the related Mortgage Loan and in
the same manner as interest is calculated on such Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"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.
"Applicable Procedures": As defined in Section 5.02(b)(i).
"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 (b) such other state or local tax laws whose applicability shall have
been brought to the attention of the Trustee and the Paying Agent 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, prepared in accordance with 12 C.F.R. 225.64, or, in connection with an
Appraisal Reduction, a valuation meeting the requirements of clause (b)(i)(A)(2)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan (other than the Houston Galleria Mortgage Loan) and the
CenterPoint I Whole Loan as to which an Appraisal Reduction Event has occurred,
will be an amount calculated by the Special Servicer, as of the first
Determination Date following the date on which the Special Servicer receives and
delivers to the Master Servicer or performs the related Appraisal, equal to the
excess of (a) the Stated Principal Balance of such Mortgage Loan and any related
Companion Loan or the Stated Principal Balance of the CenterPoint I Whole Loan,
as the case may be, over (b) the excess of (i) the sum of (A) 90% of the
Appraised Value of the related Mortgaged Property as determined (1) by one or
more Appraisals with respect to any Mortgage Loan (together with any other
Mortgage Loan cross-collateralized with such Mortgage Loan) or the CenterPoint I
Whole Loan with an outstanding principal balance equal to or in excess of
$2,000,000 (the costs of which shall be paid by the Master Servicer as an
Advance) or (2) by an internal valuation performed by the Special Servicer with
respect to any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) or with respect to the CenterPoint
I Whole Loan with an outstanding principal balance less than $2,000,000 minus,
with respect to any Appraisals, such downward adjustments as the Master Servicer
may make (without implying any obligation to do so) based upon its review of the
Appraisal and any other information it deems relevant and (B) all escrows,
letters of credit and reserves in respect of such Mortgage Loan or the
CenterPoint I Whole Loan as of the date of calculation over (ii) the sum of, as
of the Due Date occurring in the month of the date of determination, (A) to the
extent not previously advanced by the Master Servicer or the Trustee, all unpaid
interest on such Mortgage Loan or the CenterPoint I Whole Loan at a per annum
rate equal to its Mortgage Rate (and any accrued and unpaid interest on any
related Companion Loan), (B) all unreimbursed Advances and any Advances that
were not reimbursed out of collections on such Mortgage Loan or the CenterPoint
I Whole Loan and interest thereon at the Reimbursement Rate in respect of such
Mortgage Loan and (C) all currently due and unpaid real estate taxes,
assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and
all other amounts due and unpaid with respect to such Mortgage Loan (which
taxes, premiums, ground rents and other amounts have not been the subject of an
Advance by the Master 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 Appraisal or
valuation, as applicable, referred to above within 60 days of the Appraisal
Reduction Event (or with respect to the Appraisal Reduction Events set forth in
clauses (i) and (vi) of the definition of Appraisal Reduction Event, within 120
days after the initial delinquency for the related Appraisal Reduction Event),
the amount of the Appraisal Reduction shall be deemed to be an amount equal to
25% of the current Stated Principal Balance of the related Mortgage Loan or the
CenterPoint I Whole Loan (or AB Mortgage Loan and its related Companion Loan in
the case of an AB Mortgage Loan), as applicable, until such time as such
appraisal or valuation referred to above is received and the Appraisal Reduction
is calculated. Within 60 days after the Appraisal Reduction Event, the Special
Servicer shall order and receive an Appraisal (the cost of which shall be paid
as a Servicing Advance); provided, however, that with respect to an Appraisal
Reduction Event as set forth in clause (i) of the definition of Appraisal
Reduction Event, the Special Servicer shall order and receive such Appraisal
within the 120-day period set forth in such clause (i), which Appraisal shall be
delivered by the Special Servicer to the Master Servicer, the Directing
Certificateholder, the Paying Agent and the Trustee.
With respect to each Mortgage Loan (other than the Houston Galleria
Mortgage Loan) and with respect to the CenterPoint I Whole Loan as to which an
Appraisal Reduction has occurred (unless such Mortgage Loan or the CenterPoint I
Whole Loan has become a Corrected Mortgage Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan or the CenterPoint I
Whole Loan), the Special Servicer shall, within thirty (30) days of each
anniversary of the related Appraisal Reduction Event, order an Appraisal (which
may be an update of a prior Appraisal), the cost of which shall be paid by the
Master Servicer as a Servicing Advance or to conduct an internal valuation, as
applicable and, promptly following receipt of any such Appraisal, shall deliver
a copy thereof to the Master Servicer, the Directing Certificateholder, the
Paying Agent and the Trustee. Based upon such Appraisal or valuation, the
Special Servicer shall redetermine and report to the Directing
Certificateholder, the Master Servicer, the Paying Agent and the Trustee the
amount of the Appraisal Reduction with respect to such Mortgage Loan and
Companion Loan, as applicable, and such redetermined Appraisal Reduction shall
replace the prior Appraisal Reduction with respect to such Mortgage Loan and
Companion Loan or the CenterPoint I Whole Loan, as applicable. The Directing
Certificateholder shall have ten (10) Business Days to review each calculation
of an Appraisal Reduction; provided, however, that if the Directing
Certificateholder fails to approve or disapprove any calculation of the
Appraisal Reduction within ten (10) Business Days of receipt of the initial
Appraisal Reduction, such consent shall be deemed given. Notwithstanding the
foregoing, the Special Servicer will not be required to obtain an Appraisal or
conduct an internal valuation, as applicable, with respect to a Mortgage Loan or
the CenterPoint I Whole Loan which is the subject of an Appraisal Reduction
Event to the extent the Special Servicer has obtained an Appraisal or conducted
such a valuation (in accordance with requirements of this Agreement), as
applicable, with respect to the related Mortgaged Property within the
twelve-month period immediately prior to the occurrence of such Appraisal
Reduction Event. Instead, the Special Servicer may use such prior Appraisal or
valuation, as applicable, in calculating any Appraisal Reduction with respect to
such Mortgage Loan or the CenterPoint I Whole Loan; provided that the Special
Servicer is not aware of any material change to the related Mortgaged Property
having occurred and affecting the validity of such appraisal or valuation, as
applicable.
Any Appraisal Reduction in respect of the Houston Galleria Whole
Loan shall be calculated by the Houston Galleria Master Servicer in accordance
with and pursuant to the terms of the Houston Galleria Pooling Agreement.
Any Mortgage Loan or the CenterPoint I Whole Loan, as applicable,
previously subject to an Appraisal Reduction which Mortgage Loan or the
CenterPoint I Whole Loan, as applicable, has become a Corrected Mortgage Loan
(for such purposes taking into account any amendment or modification of such
Mortgage Loan or the CenterPoint I Whole Loan, as applicable), and with respect
to which no other Appraisal Reduction Event has occurred and is continuing, will
no longer be subject to an Appraisal Reduction. Any Appraisal Reduction for the
CenterPoint I Whole Loan shall be allocated in accordance with the CenterPoint I
Intercreditor Agreement to the CenterPoint I Mortgage Loan and the CenterPoint I
Companion Notes, pro rata and pari passu according to their respective Stated
Principal Balances.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan (other than the Houston Galleria
Mortgage Loan) or the related REO Property will be reduced to zero as of the
date on which such Mortgage Loan is paid in full, liquidated, repurchased or
otherwise removed from the Trust Fund.
"Appraisal Reduction Event": With respect to any Mortgage Loan and
the CenterPoint I Whole Loan (other than the Houston Galleria Mortgage Loan),
the earliest of (i) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan or the
CenterPoint I Whole Loan, as applicable, (ii) the date on which a reduction in
the amount of Monthly Payments on such Mortgage Loan or the CenterPoint I Whole
Loan, as applicable, or a change in any other material economic term of such
Mortgage Loan or the CenterPoint I Whole Loan, as applicable (other than an
extension of the Maturity Date), becomes effective as a result of a modification
of such Mortgage Loan by the Special Servicer, (iii) the date on which a
receiver has been appointed, (iv) 60 days after a Mortgagor declares bankruptcy,
(v) 60 days after the date on which an involuntary petition of bankruptcy is
filed with respect to the related Mortgagor if not dismissed within such time,
(vi) 90 days after an uncured delinquency occurs in respect of a Balloon Payment
with respect to such Mortgage Loan or the CenterPoint I Whole Loan, as
applicable, except where a refinancing is anticipated within 120 days after the
Maturity Date of the Mortgage Loan or the CenterPoint I Whole Loan, as
applicable, in which case 120 days after such uncured delinquency, and (vii)
immediately after such Mortgage Loan or the CenterPoint I Whole Loan, as
applicable, becomes an REO Loan; provided, however, that an Appraisal Reduction
Event shall not occur at any time when the aggregate Certificate Balances of all
Classes of Certificates (other than the Class A Certificates) have been reduced
to zero. The Special Servicer shall notify the Master Servicer, or the Master
Servicer shall notify the Special Servicer, as applicable, promptly upon the
occurrence of any of the foregoing events.
"Appraised Value": With respect to any Mortgaged Property (other
than the Houston Galleria Mortgaged Property), the appraised value thereof as
determined by an Appraisal of the Mortgaged Property securing the related
Mortgage Loan or the CenterPoint I Whole Loan, as applicable. With respect to
the Houston Galleria Mortgaged Property, the appraised value allocable thereto,
as determined pursuant to the Houston Galleria Pooling Agreement.
"ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan will accrue Excess Interest at the rate specified in the related
Mortgage Note and the Mortgagor is required to apply excess monthly cash flow
generated by the related Mortgaged Property to the repayment of the outstanding
principal balance on such Mortgage Loan. No Mortgage Loans in the Trust Fund are
ARD Loans.
"Asset Status Report": As defined in Section 3.21(d).
"Assignment": As defined in Section 2.01(c).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, 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.
"Assumed Scheduled Payment": For any Due Period and 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
based on the constant payment required by the related Mortgage Note or the
original amortization schedule thereof (as calculated with interest at the
related Mortgage Rate), if applicable, assuming such Balloon Payment has not
become due, after giving effect to any reduction in the principal balance
thereof occurring in connection with a modification of such Mortgage Loan in
connection with a default or bankruptcy or similar proceedings, and (b) interest
on the Stated Principal Balance of such Mortgage Loan at the applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": The Paying Agent or any agent of the Trustee
appointed to act as Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Mortgage Loans (and in the
case of the Houston Galleria Mortgage Loan, only to the extent received by the
Trust pursuant to the Houston Galleria Intercreditor Agreement) on deposit in
the Certificate Account (exclusive of any Net Investment Earnings contained
therein and exclusive of any amount on deposit in or credited to any portion of
the Certificate Account that is held for the benefit of the Companion Holders)
and the Lower-Tier Distribution Account as of the close of business on the
related P&I Advance Date, exclusive of (without duplication):
(i) all Monthly Payments paid by the Mortgagors that are due on a
Due Date following the end of the related Due Period, excluding interest
related to payments prior to, but due after, the Cut-off Date;
(ii) all unscheduled Principal Prepayments (together with any
related payments of interest allocable to the period following the related
Due Date for the related Mortgage Loan), Liquidation Proceeds or Insurance
and Condemnation Proceeds, in each case, received subsequent to the
related Determination Date (or, with respect to voluntary Principal
Prepayments for each Mortgage Loan with a Due Date occurring after the
related Determination Date, the related Due Date);
(iii) all amounts payable or reimbursable to any Person from the
Certificate Account pursuant to clauses (ii) through (xvii), inclusive,
and clauses (xix) and (xx) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from the
Lower-Tier Distribution Account pursuant to clauses (iv) through (ix),
inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Yield Maintenance Charges;
(vii) all amounts deposited in the Certificate Account, the
Lower-Tier Distribution Account and, without duplication, the REO Account
in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period ending in (1)
each January or (2) any December in a year immediately preceding a year
which is not a leap year, an amount equal to one day of interest on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the
month preceding the month in which such Distribution Date occurs at the
related Mortgage Rate to the extent such amounts are Withheld Amounts;
(b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred from the REO Account to the Certificate Account
for such Distribution Date pursuant to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the Master
Servicer or the Trustee, as applicable, for such Distribution Date pursuant to
Section 4.03 or 7.05 (net of the related Trustee Fee with respect to the
Mortgage Loans for which such P&I Advances are made); and
(d) for the Distribution Date occurring in each March, the Withheld
Amounts remitted to the Lower-Tier Distribution Account pursuant to Section
3.25(b).
Notwithstanding the investment of funds held in the Certificate Account pursuant
to Section 3.06, for purposes of calculating the Available Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan or Companion Loan that by
its original terms or by virtue of any modification entered into as of the
Closing Date provides for an amortization schedule extending beyond its Maturity
Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Monthly Payment payable on the Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any Class X-0, Xxxxx X-0, Class A-3A,
Class X-0X, Xxxxx X-0, Class A-SB, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificate, a fraction
(a) whose numerator is the greater of (x) zero and (y) the amount by which (i)
the Pass-Through Rate on such Class of Certificates exceeds (ii) the discount
rate used in accordance with the related Mortgage Loan documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment and (b)
whose denominator is the amount by which (i) the Mortgage Rate on such Mortgage
Loan exceeds (ii) the discount rate used in accordance with the related Mortgage
Loan documents in calculating the Yield Maintenance Charge with respect to such
Principal Prepayment. However, under no circumstances shall the Base Interest
Fraction be greater than one. If such discount rate is greater than the Mortgage
Rate on such Mortgage Loan, then the Base Interest Fraction will equal zero. The
Master Servicer shall provide to the Paying Agent the discount rate references
above for purposes of calculating the Base Interest Fraction.
"Bid Allocation": With respect to the Master Servicer and each
Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(c),
the amount of such proceeds (net of any expenses incurred in connection with
such bid and the transfer of servicing), multiplied by a fraction equal to (a)
the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor,
as the case may be, as of such date of determination, over (b) the aggregate of
the Servicing Fee Amounts for the Master Servicer and all Sub-Servicers therefor
as of such date of determination.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Xxxxxxx Portfolio AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 37.
"Xxxxxxx Portfolio Companion Loan": That certain loan evidenced by a
promissory B note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Xxxxxxx Portfolio AB Mortgage Loan.
"Xxxxxxx Portfolio Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of December 15, 2006,
between CIBC Inc., as Note A Holder, and CBA Mezzanine Capital Finance, LLC, as
Note B Holder. The Xxxxxxx Portfolio Intercreditor Agreement relates to the
Xxxxxxx Portfolio Mortgage Loan.
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, Chicago, Illinois, Pittsburgh,
Pennsylvania or the city and state in which the Corporate Trust Office of the
Trustee, or the principal place of business of the Master Servicer, the Paying
Agent, or the Special Servicer is located, are authorized or obligated by law or
executive order to remain closed.
"CenterPoint I A2 Note": With respect to the CenterPoint I Whole
Loan, the related promissory note made by the related Mortgagor and secured by
the Mortgage on the CenterPoint I Mortgaged Property and designated as
promissory note A2, which is not included in the Trust and which is pari passu
in right of payment to the CenterPoint I Mortgage Loan, to the extent set forth
in the related Mortgage Loan documents and as provided in the CenterPoint I
Intercreditor Agreement.
"CenterPoint I Companion Default": As defined in Section 7.01(a).
"CenterPoint I Companion Loan Securities": Any class of securities
backed, wholly or partially, by the CenterPoint I Companion Note.
"CenterPoint I Companion Noteholders": The holders of the
CenterPoint I Companion Note.
"CenterPoint I Companion Note": The CenterPoint I A2 Note.
"CenterPoint I Event of Default": An "Event of Default" as defined
under the CenterPoint I Whole Loan documents.
CenterPoint I Intercreditor Agreement": The Intercreditor Agreement,
by and among the holders of the CenterPoint I Notes, relating to the relative
rights of such holders of the CenterPoint I Whole Loan, as the same may be
further amended in accordance with the terms thereof.
"CenterPoint I Mortgage Loan": With respect to the CenterPoint I
Whole Loan, the Mortgage Loan that is included in the Trust (identified as
Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is designated as
promissory note A1 and is pari passu in right of payment with the CenterPoint I
A2 Note to the extent set forth in the CenterPoint I Whole Loan and as provided
in the CenterPoint I Intercreditor Agreement.
"CenterPoint I Mortgaged Property": The Mortgaged Property that
secures the CenterPoint I Whole Loan.
"CenterPoint I Notes": The CenterPoint I Mortgage Loan and the
CenterPoint I A2 Note.
"CenterPoint I Remittance Date": The date that is within two (2)
Business Days following receipt by the Master Servicer from the CenterPoint I
Whole Loan borrower of all payments received with respect to and allocable to
the CenterPoint I Whole Loan.
"CenterPoint I Whole Loan": The CenterPoint I Mortgage Loan,
together with the CenterPoint I Companion Note, each of which is secured by the
same Mortgage on the CenterPoint I Mortgaged Property. References herein to the
CenterPoint I Whole Loan shall be construed to refer to the aggregate
indebtedness under the CenterPoint I Notes.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.
"Certificate Account": A segregated custodial account or accounts
created and maintained by the Master Servicer pursuant to Section 3.04(a) on
behalf of the Trustee in trust for the Certificateholders, which shall be
entitled "GMAC Commercial Mortgage Corporation, as Master Servicer, on behalf of
LaSalle Bank National Association, as Trustee, in trust for the registered
holders of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14, Certificate
Account." Any such account or accounts shall be an Eligible Account. Subject to
the related Intercreditor Agreement and taking into account that each Companion
Loan is subordinate to the related AB Mortgage Loan to the extent set forth in
the related Intercreditor Agreement, the subaccount described in the second
paragraph of Section 3.04(b) that is part of the Certificate Account shall be
for the benefit of the related Companion Holder, to the extent funds on deposit
in such subaccount are attributed to such Companion Loan and shall not be an
asset of the Trust Fund or the Upper-Tier REMIC or Lower-Tier REMIC formed
hereunder.
"Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates, the Class S Certificates and the Class X
Certificates), (i) on or prior to the first Distribution Date, an amount equal
to the Original Certificate Balance of such Class as specified in the
Preliminary Statement hereto, and (ii) as of any date of determination after the
first Distribution Date, the Certificate Balance of such Class of Certificates
on the Distribution Date immediately prior to such date of determination
(determined as adjusted pursuant to Section 1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class of Certificates pursuant to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates, as
of any date of determination, a fraction, expressed as a decimal carried to at
least eight (8) places, the numerator of which is the then related Certificate
Balance, and the denominator of which is the related Original Certificate
Balance.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Ownership Certification": As defined in Section 5.06.
"Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement, any Certificate registered in the name of the Master Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Depositor, or any
Mortgage Loan Seller or any Affiliate thereof shall be deemed not to be
outstanding, and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval or waiver has been obtained, if
such consent, approval or waiver sought from such party would in any way
increase its compensation or limit its obligations as Master Servicer, Special
Servicer, Depositor or Trustee, as applicable, hereunder; provided, however, so
long as there is no Event of Default with respect to the Master Servicer or the
Special Servicer, the Master Servicer and the Special Servicer shall be entitled
to exercise such Voting Rights with respect to any issue which could reasonably
be believed to adversely affect such party's compensation or increase its
obligations or liabilities hereunder; and provided, further, however, that such
restrictions shall not apply to the exercise of the Special Servicer's rights
(or the Master Servicer's or any Mortgage Loan Seller's rights, if any) or any
of their Affiliates as a member of the Controlling Class. The Trustee and the
Paying Agent shall each be entitled to request and rely upon a certificate of
the Master Servicer, the Special Servicer or the Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.
"Certification Parties": As defined in Section 11.06.
"Certifying Person": As defined in Section 11.06.
"Certifying Servicer": As defined in Section 11.09.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates bearing the same alphabetical
(and, if applicable, numerical) Class designation and each designated
Uncertificated Lower-Tier Interest.
"Class A Certificate": Any Class A-1, Class A-1A, Class A-2, Class
A-3A, Class A-3B, Class A-4 and Class A-SB Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 3.8450%.
"Class A-1A Certificate": A Certificate designated as "Class A-1A"
on the face thereof, in the form of Exhibit A-7 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-1A Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4150% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed per annum rate equal to 5.4370%.
"Class A-3A Certificate": A Certificate designated as "Class A-3A"
on the face thereof, in the form of Exhibit A-3 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-3A Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of 5.4910% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-3B Certificate": A Certificate designated as "Class A-3B"
on the face thereof, in the form of Exhibit A-4 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-3B Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate minus
0.0490%.
"Class A-4 Certificate": A Certificate designated as "Class A-4" on
the face thereof, in the form of Exhibit A-5 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-4 Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.4810% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-J Certificate": A Certificate designated as "Class A-J" on
the face thereof, in the form of Exhibit A-11 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-J Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate minus
0.0410%.
"Class A-M Certificate": A Certificate designated as "Class A-M" on
the face thereof, in the form of Exhibit A-10 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-M Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the Weighted Average Net Mortgage Rate minus
0.0900%.
"Class A-SB Certificate": A Certificate designated as "Class A-SB"
on the face thereof, in the form of Exhibit A-6 hereto, and evidencing a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class A-SB Pass-Through Rate": With respect to any Distribution
Date, a per annum rate equal to the lesser of (i) 5.5060% and (ii) the Weighted
Average Net Mortgage Rate.
"Class A-SB Planned Principal Balance": With respect to any
Distribution Date, the planned principal amount for such Distribution Date
specified in Schedule 5 hereto relating to the Class A-SB Certificates.
"Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-12 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class B Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-13 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class C Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-14 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class D Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-15 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class E Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-16 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class F Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-17 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class G Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-18 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class H Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the Weighted Average Net Mortgage Rate.
"Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-19 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class J Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-20 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class K Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-21 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class L Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class LA-1-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-7 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-8 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-9 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-10 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-11 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-12 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-13 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-14 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-1A-15 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-2-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3A Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-3B-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-4-7 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-J Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-M Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-5 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-6 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LA-SB-7 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LD-4 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LE-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LF-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LG-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LH-3 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LJ-1 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LJ-2 Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LK Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LN Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LNR Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LP Uncertificated Interest": An uncertificated regular
interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of
interest set forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-27 hereto, evidencing the sole class
of "residual interests" in the Lower-Tier REMIC for purposes of the REMIC
Provisions.
"Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-22 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class M Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-23 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class N Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class Notional Amount": The Class X-1 Notional Amount or the Class
X-2 Notional Amount, as the context requires.
"Class NR Certificate": A Certificate designated as "Class NR" on
the face thereof, in the form of Exhibit A-25 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class NR Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-24 hereto, and evidencing a "regular
interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions.
"Class P Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) 5.1460% and (ii) the Weighted
Average Net Mortgage Rate.
"Class R Certificate": A Certificate designated as "Class R" on the
face thereof in the form of Exhibit A-26 hereto, and evidencing the sole class
of "residual interest" in the Upper-Tier REMIC for purposes of the REMIC
Provisions.
"Class S Certificate": A Certificate designated as "Class S" on the
face thereof and evidencing an undivided beneficial interest in the portion of
the Grantor Trust consisting of the Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof. No Class S Certificates shall be
issued hereunder.
"Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class of Certificates for
the immediately preceding Distribution Date and (ii) any outstanding Class
Unpaid Interest Shortfall payable to such Class of Certificates on such
preceding Distribution Date over (b) the aggregate amount in respect of interest
actually distributed to such Class of Certificates on such immediately preceding
Distribution Date. The Class Unpaid Interest Shortfall with respect to any Class
of Certificates as of the initial Distribution Date is zero. No interest shall
accrue on Class Unpaid Interest Shortfalls.
"Class X Certificates": The Class X-1 Certificates and the Class X-2
Certificates.
"Class X Reference Rate": With respect to any Distribution Date, the
rate for such Distribution Date specified in Schedule 3 hereto.
"Class X-1 Certificate": Any one of the Certificates with a "Class
X-1" designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing a "regular interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
Class X-1 Notional Amount": As of any date of determination, the sum
of the then Component Notional Amounts of all the Components.
"Class X-1 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-1 Strip Rates for the respective
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).
"Class X-1 Strip Rate": (A) With respect to any Class of the
Components (other than those Components that are Class X-2 Components which are
included for purposes of calculating the Class X-2 Notional Amount for such
Distribution Date) for any Distribution Date, a rate per annum equal to (i) the
Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Related Certificates and (B) with respect to any
Components that are Class X-2 Components which are included for purposes of
calculating the Class X-2 Notional Amount for such Distribution Date (i) for any
Distribution Date occurring on or before the Class X-2 Termination Date, (x) the
Weighted Average Net Mortgage Rate for such Distribution Date minus (y)(1) with
respect to Component XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0X-0, Xxxxxxxxx
XX-0X-0, Component XA-M and Component XA-J, the sum of (I) the Class X-2 Strip
Rate for the applicable Class X-2 Component and (II) the Pass-Through Rate for
the Related Certificates for such Distribution Date and (2) for each other Class
X-2 Component, the greater of (I) the Class X Reference Rate for such
Distribution Date and (II) the Pass-Through Rate for the Related Certificate for
such Distribution Date, and (ii) for any Distribution Date occurring after the
Class X-2 Termination Date, a rate per annum equal to (x) the Weighted Average
Net Mortgage Rate for such Distribution Date, minus (y) the Pass-Through Rate
for the Related Certificates for such Distribution Date; provided, that in no
event shall any Class X-1 Strip Rate be less than zero.
"Class X-2 Certificate": Any one of the Certificates with a "Class
X-2" designation on the face thereof, substantially in the form of Exhibit A-9
attached hereto and evidencing a "regular interest" in the Upper-Tier REMIC for
purposes of the REMIC Provisions.
"Class X-2 Components": Each of Component XX-0-0, Xxxxxxxxx XX-0-0,
Component XX-0-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0,
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0X-0, Xxxxxxxxx XX-0X-0,
Xxxxxxxxx XX-0X-0, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12,
Component XA-1A-13, Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0,
Xxxxxxxxx XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0,
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0-0,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XA-4-4, Component XA-4-5,
Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component XA-SB-7, Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3, Component XG-1,
Component XG-2, Component XH-1, Component XH-2, Component XH-3, Component XJ-1,
Component XJ-2, Component XK and Component XL.
"Class X-2 Notional Amount": (i) With respect to any Distribution
Date on or prior to the Distribution Date in September 2006, the sum of the then
Component Notional Amounts of Component XX-0-0, Xxxxxxxxx XX-0-0, Component
XX-0-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component
XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx
XX-0X-0, Component XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component
XA-1A-13, Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0, Xxxxxxxxx
XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0, Component XX-0X-0,
Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0-0, Xxxxxxxxx XX-0-0,
Xxxxxxxxx XX-0-0, Component XA-4-4, Component XA-4-5, Component XX-0-0,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component XA-M, Component XA-J, Component XB, Component XC, Component XD-1,
Component XD-2, Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component XF-1, Component XF-2, Component XF-3, Component XG-1, Component XG-2,
Component XH-1, Component XH-2, Component XH-3, Component XJ-1, Component XJ-2,
Component XK and Component XL.
(ii) With respect to any Distribution Date after the Distribution
Date in September 2006 through and including the Distribution Date in
March 2007, the sum of the then Component Notional Amounts of Component
XX-0-0, Xxxxxxxxx XX-0-0, Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx
XX-0X-0, Component XA-1A-6, Component XX-0X-0, Xxxxxxxxx XX-0X-0,
Xxxxxxxxx XX-0X-0, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12, Component XA-1A-13, Component XX-0X-00, Xxxxxxxxx XX-0X-00,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X,
Xxxxxxxxx XX-0X-0, Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx
XX-0X-0, Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component
XA-4-4, Component XA-4-5, Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx
XX-XX-0, Component XA-SB-2, Component XA-SB-3, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M,
Component XA-J, Component XB, Component XC, Component XD-1, Component
XD-2, Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component XF-1, Component XF-2, Component XF-3, Component XG-1, Component
XG-2, Component XH-1, Component XH-2, Component XH-3, Component XJ-1,
Component XJ-2, Component XK and Component XL.
(iii) With respect to any Distribution Date after the Distribution
Date in March 2007 through and including the Distribution Date in
September 2007, the sum of the then Component Notional Amounts of
Component XX-0-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0,
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component
XA-1A-10, Component XA-1A-11, Component XA-1A-12, Component XA-1A-13,
Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0, Xxxxxxxxx
XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0, Component
XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0-0, Xxxxxxxxx
XX-0-0, Xxxxxxxxx XX-0-0, Component XA-4-4, Component XA-4-5, Component
XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2, Component
XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6,
Component XA-SB-7, Component XA-M, Component XA-J, Component XB, Component
XC, Component XD-1, Component XD-2, Component XD-3, Component XD-4,
Component XE-1, Component XE-2, Component XF-1, Component XF-2, Component
XF-3, Component XG-1, Component XG-2, Component XH-1, Component XH-2,
Component XH-3, Component XJ-1, Component XJ-2, Component XK and Component
XL.
(iv) With respect to any Distribution Date after the Distribution
Date in September 2007 through and including the Distribution Date in
March 2008, the sum of the then Component Notional Amounts of Component
XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0,
Component XA-1A-9, Component XA-1A-10, Component XA-1A-11, Component
XA-1A-12, Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00,
Xxxxxxxxx XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0,
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0-0,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XA-4-4, Component XA-4-5,
Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2,
Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component
XA-SB-6, Component XA-SB-7, Component XA-M, Component XA-J, Component XB,
Component XC, Component XD-1, Component XD-2, Component XD-3, Component
XD-4, Component XE-1, Component XE-2, Component XF-1, Component XF-2,
Component XF-3, Component XG-1, Component XG-2, Component XH-1, Component
XH-2, Component XH-3, Component XJ-1, Component XJ-2, Component XK and
Component XL.
(v) With respect to any Distribution Date after the Distribution
Date in March 2008 through and including the Distribution Date in
September 2008, the sum of the then Component Notional Amounts of
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx
XX-0X-0, 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
XX-0-0, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0, Component XX-0X-0, Xxxxxxxxx
XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx
XX-0-0, Component XA-4-4, Component XA-4-5, Component XX-0-0, Xxxxxxxxx
XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component XA-M, Component XA-J, Component XB, Component XC, Component
XD-1, Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3, Component
XG-1, Component XG-2, Component XH-1, Component XH-2, Component XH-3 and
Component XJ-2.
(vi) With respect to any Distribution Date after the Distribution
Date in September 2008 through and including the Distribution Date in
March 2009, the sum of the then Component Notional Amounts of Component
XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component XA-1A-10,
Component XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component
XA-1A-14, Component XX-0X-00, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0,
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Component XX-0-0, Xxxxxxxxx XX-0-0,
Xxxxxxxxx XX-0-0, Component XA-4-4, Component XA-4-5, Component XX-0-0,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2, Component XA-SB-3,
Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component
XA-SB-7, Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4, Component
XE-1, Component XE-2, Component XF-1, Component XF-2, Component XF-3,
Component XG-1, Component XG-2, Component XH-2 and Component XH-3.
(vii) With respect to any Distribution Date after the Distribution
Date in March 2009 through and including the Distribution Date in
September 2009, the sum of the then Component Notional Amounts of
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Component XA-1A-10, Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component XA-1A-14,
Component XX-0X-00, Xxxxxxxxx XX-0X, Xxxxxxxxx XX-0X-0, Component XX-0X-0,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0-0,
Xxxxxxxxx XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component
XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M, Component
XA-J, Component XB, Component XC, Component XD-1, Component XD-2,
Component XD-3, Component XD-4, Component XE-1, Component XE-2, Component
XF-1, Component XF-2, Component XF-3, Component XG-1, Component XG-2 and
Component XH-3.
(viii) With respect to any Distribution Date after the Distribution
Date in September 2009 through and including the Distribution Date in
March 2010, the sum of the then Component Notional Amounts of Component
XX-0X-0, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00,
Component XA-1A-13, Component XA-1A-14, Component XX-0X-00, Xxxxxxxxx
XX-0X, Xxxxxxxxx XX-0X-0, Component XA-4-1, Component XX-0-0, Xxxxxxxxx
XX-0-0, Xxxxxxxxx XX-0-0, Component XA-4-5, Component XX-0-0, Xxxxxxxxx
XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-2, Component XA-SB-3, Component
XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component XA-M, Component XA-J, Component XB, Component XC, Component
XD-1, Component XD-2, Component XD-3, Component XD-4, Component XE-1,
Component XE-2, Component XF-1, Component XF-2, Component XF-3 and
Component XG-2.
(ix) With respect to any Distribution Date after the Distribution
Date in March 2010 through and including the Distribution Date in
September 2010, the sum of the then Component Notional Amounts of
Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx
XX-0X-00, Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0,
Xxxxxxxxx XX-0-0, Component XA-4-4, Component XA-4-5, Component XX-0-0,
Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-3, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M,
Component XA-J, Component XB, Component XC, Component XD-1, Component
XD-2, Component XD-3, Component XD-4, Component XE-1, Component XE-2,
Component XF-2 and Component XF-3.
(x) With respect to any Distribution Date after the Distribution
Date in September 2010 through and including the Distribution Date in
March 2011, the sum of the then Component Notional Amounts of Component
XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00, Component XX-0X-00,
Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XA-4-5,
Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-4,
Component XA-SB-5, Component XA-SB-6, Component XA-SB-7, Component XA-M,
Component XA-J, Component XB, Component XC, Component XD-1, Component
XD-2, Component XD-3, Component XD-4, Component XE-1, Component XE-2 and
Component XF-3.
(xi) With respect to any Distribution Date after the Distribution
Date in March 2011 through and including the Distribution Date in
September 2011, the sum of the then Component Notional Amounts of
Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx
XX-0X-00, Component XA-4-4, Component XA-4-5, Component XX-0-0, Xxxxxxxxx
XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-5, Component XA-SB-6, Component
XA-SB-7, Component XA-M, Component XA-J, Component XB, Component XC,
Component XD-1, Component XD-2, Component XD-3, Component XD-4 and
Component XE-2.
(xii) With respect to any Distribution Date after the Distribution
Date in September 2011 through and including the Distribution Date in
March 2012, the sum of the then Component Notional Amounts of Component
XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0,
Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-SB-6,
Component XA-SB-7, Component XA-M, Component XA-J, Component XB, Component
XC, Component XD-2, Component XD-3 and Component XD-4.
(xiii) With respect to any Distribution Date after the Distribution
Date in March 2012 through and including the Distribution Date in
September 2012, the sum of the then Component Notional Amounts of
Component XX-0X-00, Xxxxxxxxx XX-0X-00, Xxxxxxxxx XX-0-0, Xxxxxxxxx
XX-0-0, Component XA-SB-6, Component XA-SB-7, Component XA-M, Component
XA-J, Component XB, Component XC, Component XD-3 and Component XD-4.
(xiv) With respect to any Distribution Date after the Distribution
Date in September 2012 through and including the Distribution Date in
March 2013, the sum of the then Component Notional Amounts of Component
XX-0X-00, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0, Component XA-M, Component
XA-J, Component XB, Component XC and Component XD-4.
(xv) after the Distribution Date in March 2013, $0.
"Class X-2 Pass-Through Rate": With respect to any Distribution
Date, the weighted average of the Class X-2 Strip Rates for the respective Class
X-2 Components that are Class X-2 Components which are included for purposes of
calculating the Class X-2 Notional Amount for such Distribution Date (weighted
on the basis of the respective Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date).
"Class X-2 Strip Rate": With respect to each Class X-2 Component for
any Distribution Date, a rate per annum equal to (i) for any Distribution Date
occurring on or before the Class X-2 Termination Date, (A) with respect to
Component XX-0X-0, Xxxxxxxxx XX-0X-0, Component XA-3B-3 and Component XA-3B-4,
the lesser of (1) 0.0490% and (2) the Weighted Average Net Mortgage Rate for
such Distribution Date minus the Pass-Through Rate in effect on such
Distribution Date for the Class A-3B Certificates, (B) with respect to Component
XA-M, the lesser of (1) 0.090% and (2) the Weighted Average Net Mortgage Rate
for such Distribution Date minus the Pass-Through Rate in effect on such
Distribution Date for the Class A-M Certificates, (C) with respect to Component
XA-J, the lesser of (1) 0.041% and (2) the Weighted Average Net Mortgage Rate
for such Distribution Date minus the Pass-Through Rate in effect on such
Distribution Date for the Class A-J Certificates, and (D) with respect to each
other Class X-2 Component, (1) the lesser of (I) the Weighted Average Net
Mortgage Rate for such Distribution Date and (II) the Class X Reference Rate for
such Distribution Date, minus (2) the Pass-Through Rate for the Related
Certificates (provided, that in no event shall any Class X-2 Strip Rate be less
than zero) and (ii) for any Distribution Date occurring after the Class X-2
Termination Date, 0% per annum.
"Class X-2 Termination Date": The Distribution Date in March 2013.
"Clearstream": Clearstream Banking, societe anonyme or any successor
thereto.
"Closing Date": March 16, 2006.
"CMSA": The Commercial Mortgage Securities Association, or any
successor organization reasonably acceptable to the Trustee, the Paying Agent,
the Master Servicer and the Directing Certificateholder.
"CMSA Advance Recovery Report": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Advance Recovery Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage securities transactions generally as is reasonably
acceptable to the Master Servicer and the Special Servicer.
"CMSA Bond Level File": The data file in the "CMSA Bond Level File"
format substantially in the form of and containing the information called for
therein, or such other form for the presentation of such information as may be
approved from time to time 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 Bond Level
File" available as of the Closing Date on the CMSA website, as is reasonably
acceptable to the Paying Agent.
"CMSA Collateral Summary File": The data file in the "CMSA
Collateral Summary File" format substantially in the form of and containing the
information called for therein, or such other form for the presentation of such
information as may be approved from time to time 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 Paying Agent, the Trustee and the
Master Servicer.
"CMSA Comparative Financial Status Report": The monthly report in
"Comparative Financial Status Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time 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.
"CMSA Delinquent Loan Status Report": The monthly report in the
"Delinquent Loan Status Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for 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.
"CMSA Financial File": The data file in the "CMSA Financial File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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.
"CMSA Historical Liquidation Report": The monthly report in the
"Historical Liquidation File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time 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.
"CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": The monthly report in the "Historical Loan Modification and Corrected
Mortgage Loan Report" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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.
"CMSA Investor Reporting Package (IRP)": The collection of reports
specified by the CMSA from time to time as the "CMSA Investor Reporting
Package." As of the Closing Date, the CMSA IRP contains seven electronic files
((1) CMSA Loan Set up File, (2) CMSA Loan Periodic Update File, (3) CMSA
Property File, (4) CMSA Bond Level File, (5) CMSA Collateral Summary File, (6)
CMSA Financial File and (7) CMSA Special Servicer Loan File) and ten
surveillance reports ((1) CMSA Servicer Watch List, (2) CMSA Delinquent Loan
Status Report, (3) CMSA REO Status Report, (4) CMSA Comparative Financial Status
Report, (5) CMSA Historical Loan Modification and Corrected Mortgage Loan
Report, (6) CMSA Historical Liquidation Report, (7) CMSA Operating Statement
Analysis Report, (8) CMSA NOI Adjustment Worksheet, (9) CMSA Loan Level
Reserve/LOC Report and (10) CMSA Reconciliation of Funds Report). In addition,
the CMSA Investor Reporting Package shall include the CMSA Advance Recovery
Report and the CMSA Realized Loss Report. The CMSA IRP shall be substantially in
the form of, and containing the information called for in, the downloadable
forms of the "CMSA IRP" 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 or reports as may from time to time be approved by the
CMSA for commercial mortgage backed securities transaction generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA IRP" available as of the Closing Date on the
CMSA website, as is reasonably acceptable to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent. For the purposes of the production
of the CMSA Comparative Financial Status Report by the Master Servicer or the
Special Servicer of any such report that is required to state information for
any period prior to the Cut off Date, the Master Servicer or the Special
Servicer, as the case may be, may conclusively rely (without independent
verification), absent manifest error, on information provided to it by the
Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a
report produced by the Master Servicer, by the Special Servicer (if other than
the Master Servicer or an Affiliate thereof) and (y) in the case of such a
report produced by the Special Servicer, by the Master Servicer (if other than
the Special Servicer or an Affiliate thereof).
"CMSA Loan Level Reserve/LOC Report": The monthly report in the
"CMSA Loan Level Reserve/LOC Report" format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time
to time 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.
"CMSA Loan Periodic Update File": The data file in the "CMSA Loan
Periodic Update File" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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, as is reasonably acceptable to the Master Servicer,
the Paying Agent and the Trustee.
"CMSA Loan Setup File": The data file in the "CMSA Loan Setup File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 and the Paying Agent.
"CMSA NOI Adjustment Worksheet": The worksheet in the "NOI
Adjustment Worksheet" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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 NOI Adjustment Worksheet" available as of the Closing Date
on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.
"CMSA Operating Statement Analysis Report": The monthly report in
the "Operating Statement Analysis Report" format substantially in the form of
and containing the information called for therein for the Mortgage Loans, or
such other form for the presentation of such information as may be approved from
time to time 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 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.
"CMSA Property File": The data file in the "CMSA Property File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 Realized Loss Report": The report in the "Servicer Realized
Loss Form" format substantially in the form of and containing the information
called for therein for the Mortgage Loans, or such other form for the
presentation of such information as may be approved from time to time 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 Realized Loss Report" available as of the Closing Date on
the CMSA website, is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable.
"CMSA Reconciliation of Funds Report": The monthly report in the
"Reconciliation of Funds" format substantially in the form of and containing the
information called for therein for the Mortgage Loans, or such other form for
the presentation of such information as may be approved from time to time 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" available as of the Closing Date on
the CMSA website, is reasonably acceptable to the Trustee.
"CMSA REO Status Report": The report in the "REO Status Report"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, or such other form for the presentation of such
information as may be approved from time to time 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 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.
"CMSA Servicer Watch List and Portfolio Review Guidelines": As of
each Determination Date a report, including and identifying each Non Specially
Serviced Mortgage Loan satisfying the "CMSA Portfolio Review Guidelines"
approved from time to time by the CMSA in the "CSMA Servicer Watch List" format
substantially in the form of and containing the information called for therein
for the Mortgage Loans, or such other form (including other portfolio review
guidelines) for the presentation of such information as may be approved from
time to time 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 Servicer Watch List"
available as of the Closing Date on the CMSA website, is reasonably acceptable
to the Master Servicer.
"CMSA Special Servicer Loan File": The data file in the "CMSA
Special Servicer Loan File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form
for the presentation of such information as may be approved from time to time 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.
"Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Companion Distribution Account": With respect to the Companion
Loans (other than the Houston Galleria Companion Loan), the separate account
created and maintained by the Companion Paying Agent pursuant to Section 3.04(b)
and held on behalf of the Companion Holders, which shall be entitled "GMAC
Commercial Mortgage Corporation, as Companion Paying Agent for the Companion
Holders of the Companion Loans, relating to the X.X. Xxxxxx Xxxxx Commercial
Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC14." The Companion Distribution Account shall not
be an asset of the Trust Fund, but instead shall be held by the Companion Paying
Agent on behalf of the Companion Holders. Any such account shall be an Eligible
Account. Notwithstanding the foregoing, if the Master Servicer and the Companion
Paying Agent are the same entity, the Companion Distribution Account may be the
subaccount referenced in the second paragraph of Section 3.04(b).
"Companion Holder": Each of the holders of the Companion Loans.
"Companion Loan": As defined in the Preliminary Statement.
"Companion Paying Agent": The Master Servicer in its role as
Companion Paying Agent appointed pursuant to Section 3.30.
"Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.31.
"Compensating Interest Payments": With respect to each Mortgage Loan
(or REO Loan), an amount as of any Distribution Date equal to the lesser of (i)
the aggregate amount of Prepayment Interest Shortfalls and (ii) the aggregate of
(A) that portion of Servicing Fees for such Distribution Date that is, in the
case of each and every Mortgage Loan and REO Loan for which such Servicing Fees
are being paid for such Due Period, calculated at 0.01% per annum, and (B) all
Prepayment Interest Excesses received by the Master Servicer during such Due
Period. However, if a Prepayment Interest Shortfall occurs as a result of the
Master Servicer's allowing the related Mortgagor to deviate from the terms of
the related Mortgage Loan documents regarding Principal Prepayments (other than
(X) subsequent to a default under the related Mortgage Loan documents, (Y)
pursuant to applicable law or a court order, or (Z) at the request or with the
consent of the Directing Certificateholder or the Special Servicer), then, for
purposes of calculating the Compensating Interest Payment for the related
Distribution Date, the amount in clause (ii) above shall be the aggregate of (1)
all Servicing Fees for such Due Period, (2) all Prepayment Interest Excesses and
(3) to the extent earned on Principal Prepayments, Net Investment Earnings
received by the Master Servicer during such Due Period with respect to the
Mortgage Loan subject to such Principal Prepayment. In no event will the rights
of the Certificateholders to offset the aggregate Prepayment Interest Shortfalls
be cumulative.
"Component": Each of Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx
XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx
XX-0X-0, Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component
XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0, Component XA-1A-10, Component
XA-1A-11, Component XA-1A-12, Component XA-1A-13, Component XX-0X-00, Xxxxxxxxx
XX-0X-00, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XX-0-0, Xxxxxxxxx XX-0X,
Xxxxxxxxx XX-0X-0, Component XX-0X-0, Xxxxxxxxx XX-0X-0, Xxxxxxxxx XX-0X-0,
Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-0-0, Component XA-4-4,
Component XA-4-5, Component XX-0-0, Xxxxxxxxx XX-0-0, Xxxxxxxxx XX-XX-0,
Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5,
Component XA-SB-6, Component XA-SB-7, Component XA-M, Component XA-J, Component
XB, Component XC, Component XD-1, Component XD-2, Component XD-3, Component
XD-4, Component XE-1, Component XE-2, Component XF-1, Component XF-2, Component
XF-3, Component XG-1, Component XG-2, Component XX-0, Xxxxxxxxx XX-0, Xxxxxxxxx
XX-0, Xxxxxxxxx XX-0, Component XJ-2, Component XK, Component XL, Component XM,
Component XN, Component XP and Component XNR.
"Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then Lower-Tier Principal Amount
of its Related Uncertificated Lower-Tier Interest.
"Component XA-1-1": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1-1 Uncertificated Interest as of
any date of determination.
"Component XA-1-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1-2 Uncertificated Interest as of any date of determination.
"Component XA-1-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1-3 Uncertificated Interest as of any date of determination.
"Component XA-1-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1-4 Uncertificated Interest as of any date of determination.
"Component XA-1A-1": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LA-1A-1 Uncertificated Interest as of
any date of determination.
"Component XA-1A-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-2 Uncertificated Interest as of any date of determination.
"Component XA-1A-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-3 Uncertificated Interest as of any date of determination.
"Component XA-1A-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-4 Uncertificated Interest as of any date of determination.
"Component XA-1A-5": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-5 Uncertificated Interest as of any date of determination.
"Component XA-1A-6": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-6 Uncertificated Interest as of any date of determination.
"Component XA-1A-7": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-7 Uncertificated Interest as of any date of determination.
"Component XA-1A-8": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-8 Uncertificated Interest as of any date of determination.
"Component XA-1A-9": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-9 Uncertificated Interest as of any date of determination.
"Component XA-1A-10": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-10 Uncertificated Interest as of any date of determination.
"Component XA-1A-11": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-11 Uncertificated Interest as of any date of determination.
"Component XA-1A-12": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-12 Uncertificated Interest as of any date of determination.
"Component XA-1A-13": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-13 Uncertificated Interest as of any date of determination.
"Component XA-1A-14": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-14 Uncertificated Interest as of any date of determination.
"Component XA-1A-15": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-1A-15 Uncertificated Interest as of any date of determination.
"Component XA-2-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-2-1 Uncertificated Interest as of any date of determination.
"Component XA-2-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LA-2-2 Uncertificated Interest as of any date of determination.
"Component XA-2-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LA-2-3 Uncertificated Interest as of any date of determination.
"Component XA-3A": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-3A Uncertificated Interest as of any date of determination.
"Component XA-3B-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-3B-1 Uncertificated Interest as of any date of determination.
"Component XA-3B-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-3B-2 Uncertificated Interest as of any date of determination.
"Component XA-3B-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-3B-3 Uncertificated Interest as of any date of determination.
"Component XA-3B-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-3B-4 Uncertificated Interest as of any date of determination.
"Component XA-4-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-1 Uncertificated Interest as of any date of determination.
"Component XA-4-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-2 Uncertificated Interest as of any date of determination.
"Component XA-4-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-3 Uncertificated Interest as of any date of determination.
"Component XA-4-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-4 Uncertificated Interest as of any date of determination.
"Component XA-4-5": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-5 Uncertificated Interest as of any date of determination.
"Component XA-4-6": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-6 Uncertificated Interest as of any date of determination.
"Component XA-4-7": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-4-7 Uncertificated Interest as of any date of determination.
"Component XA-J": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-J Uncertificated Interest as of any date of determination.
"Component XA-M": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-M Uncertificated Interest as of any date of determination.
"Component XA-SB-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-1 Uncertificated Interest as of any date of determination.
"Component XA-SB-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-2 Uncertificated Interest as of any date of determination.
"Component XA-SB-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-3 Uncertificated Interest as of any date of determination.
"Component XA-SB-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-4 Uncertificated Interest as of any date of determination.
"Component XA-SB-5": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-5 Uncertificated Interest as of any date of determination.
"Component XA-SB-6": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-6 Uncertificated Interest as of any date of determination.
"Component XA-SB-7": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LA-SB-7 Uncertificated Interest as of any date of determination.
"Component XB": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LB Uncertificated Interest as of any date of determination.
"Component XC": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LC Uncertificated Interest as of any date of determination.
"Component XD-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LD-1 Uncertificated Interest as of any date of determination.
"Component XD-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LD-2 Uncertificated Interest as of any date of determination.
"Component XD-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LD-3 Uncertificated Interest as of any date of determination.
"Component XD-4": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LD-4 Uncertificated Interest as of any date of determination.
"Component XE-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LE-1 Uncertificated Interest as of any date of determination.
"Component XE-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LE-2 Uncertificated Interest as of any date of determination.
"Component XF-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LF-1 Uncertificated Interest as of any date of determination.
"Component XF-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LF-2 Uncertificated Interest as of any date of determination.
"Component XF-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LF-3 Uncertificated Interest as of any date of determination.
"Component XG-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LG-1 Uncertificated Interest as of any date of determination.
"Component XG-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LG-2 Uncertificated Interest as of any date of determination.
"Component XH-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LH-1 Uncertificated Interest as of any date of determination.
"Component XH-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LH-2 Uncertificated Interest as of any date of determination.
"Component XH-3": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the current Lower-Tier Principal Amount of
the Class LH-3 Uncertificated Interest as of any date of determination.
"Component XJ-1": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LJ-1 Uncertificated Interest as of any date of determination.
"Component XJ-2": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LJ-2 Uncertificated Interest as of any date of determination.
"Component XK": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LK Uncertificated Interest as of any date of determination.
Component XL": One of the 67 components of the Class X-1
Certificates and one of the 61 components of the Class X-2 Certificates having a
Component Notional Amount equal to the then current Lower-Tier Principal Amount
of the Class LL Uncertificated Interest as of any date of determination.
"Component XM": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the current Lower-Tier
Principal Amount of the Class LM Uncertificated Interest as of any date of
determination.
"Component XN": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the current Lower-Tier
Principal Amount of the Class LN Uncertificated Interest as of any date of
determination.
"Component XNR": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LNR Uncertificated Interest as of any
date of determination.
"Component XP": One of the 67 components of the Class X-1
Certificates having a Component Notional Amount equal to the then current
Lower-Tier Principal Amount of the Class LP Uncertificated Interest as of any
date of determination.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates (other than the Class X Certificates)
then outstanding that has a then aggregate Certificate Balance at least equal to
25% of the Original Certificate Balance of such Class of Certificates. As of the
Closing Date, the Controlling Class will be the Class NR Certificates. In
determining the most subordinate Class of Regular Certificates for the purpose
of determining the Controlling Class, such determination shall be made without
consideration of Appraisal Reductions, if any, allocated to any Class of Regular
Certificates.
"Controlling Class Certificateholder's Option Period": As defined in
Section 3.18(a)(ii).
"Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time by such Holder (or
Certificate Owner).
"Controlling Class Option Holder": As defined in Section 3.18(a)(i).
"Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group, X.X.
Xxxxxx 2006-CIBC14.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan or Companion Loan, whether by a consensual modification or in
connection with a bankruptcy, insolvency or similar proceeding involving the
Mortgagor), and (provided that no additional default is foreseeable in the
reasonable judgment of the Special Servicer and no other event or circumstance
exists that causes such Mortgage Loan or Companion Loan to otherwise constitute
a Specially Serviced Mortgage Loan) the servicing of which the Special Servicer
has returned to the Master Servicer pursuant to Section 3.21(a).
"Crossed Group": With respect to any Mortgage Loan, such Mortgage
Loan and all other Mortgage Loans that are cross-collateralized and
cross-defaulted with such Mortgage Loan.
"Crossed Loan": A Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans.
"Crossed Loan Repurchase Criteria": (i) The weighted average Debt
Service Coverage Ratio for all remaining related Crossed Loans for the most
recent twelve month period covered by an annual operating statement for the
related Mortgaged Properties preceding the repurchase or substitution shall not
be less than the greater of (a) the Debt Service Coverage Ratio for all such
related Crossed Loans, including the affected Crossed Loan, for the most recent
twelve month period covered by an annual operating statement for the related
Mortgaged Properties preceding the repurchase or substitution, and (b) 1.25x,
(ii) the weighted average LTV Ratio for all remaining related Crossed Loans
determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the lesser of (a) the weighted average LTV
Ratio for all such related Crossed Loans, including the affected Crossed Loan,
determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller and (b) 75%, (iii) the Mortgage Loan Seller, at its expense, shall have
furnished the Trustee with an Opinion of Counsel that any modification relating
to the repurchase or substitution of a Crossed Loan shall not cause an Adverse
REMIC Event, (iv) the related Mortgage Loan Seller causes the affected Crossed
Loan to become not cross-collateralized and cross-defaulted with the remaining
related Crossed Loans prior to such repurchase or substitution or otherwise
forbears from exercising enforcement rights against any Crossed Loan remaining
in the Trust Fund and (v) the Directing Certificateholder shall have consented
to the repurchase or substitution of the affected Crossed Loan, which consent
shall not be unreasonably withheld.
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, either of the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall be the initial Custodian.
"Cut-off Date": With respect to each Mortgage Loan, the related Due
Date of the Mortgage Loan in March 2006, or, with respect to those Mortgage
Loans that were originated in February 2006 or March 2006 and have their first
Due Date in April 2006, March 1, 2006.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan
or Companion Loan, the outstanding principal balance of such Mortgage Loan or
Companion Loan as of the Cut-off Date, after application of all payments of
principal due on or before such date, whether or not received.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided that with respect to the Mortgage Loans indicated
on Schedule 2, which pay interest only for a specified period of time set forth
in the related Mortgage Loan documents and then pay principal and interest, the
related Monthly Payment will be calculated (for purposes of this definition
only) to include interest and principal (based on the remaining amortization
term indicated in the Mortgage Loan Schedule).
"Default Interest": With respect to any Mortgage Loan or Companion
Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan
during such Due Period provided for in the related Mortgage Note or Mortgage as
a result of a default (exclusive of late payment charges) that is in excess of
interest at the related Mortgage Rate accrued on the unpaid principal balance of
such Mortgage Loan or Companion Loan outstanding from time to time.
"Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days (or
sixty days with respect to the circumstances described in clause (ii) of the
definition of Servicing Transfer Event) 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 Mortgage or Mortgage Note
and without regard to any acceleration of payments under the related Mortgage
and Mortgage Note or (ii) as to which the Master Servicer or Special Servicer
has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt,
a defaulted Companion Loan does not constitute a "Defaulted Mortgage Loan".
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Accounts": As defined in Section 3.20(l).
"Defect": As defined in Section 2.02(f).
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": Any Certificate in definitive, fully
registered form without interest coupons.
"Denomination": As defined in Section 5.01(a).
"Depositor": X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.,
a Delaware corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date, the
fourth Business Day preceding such Distribution Date.
"Determination Information": As defined in Section 3.18(a)(i).
"Directing Certificateholder": The Controlling Class
Certificateholder (or a representative thereof identified to the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent) selected by
more than 50% of the Controlling Class Certificateholders, by Certificate
Balance, as certified by the Certificate Registrar from time to time; provided,
however, that (i) absent such selection, or (ii) until a Directing
Certificateholder is so selected or (iii) upon receipt of a notice from a
majority of the Controlling Class Certificateholders, by Certificate Balance,
that a Directing Certificateholder is no longer designated, the Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class will be the Directing Certificateholder which will
initially be Citigroup Property Investors, a business unit of Citigroup
Alternative Investments LLC. Notwithstanding the foregoing, with respect to the
CenterPoint I Whole Loan, any references to the Directing Certificateholder in
this Agreement shall be deemed to be references to the holder of the CenterPoint
I Mortgage Loan, which shall be entitled to take all actions and receive all
notices in connection with the CenterPoint I Whole Loan upon consultation with
the holder of the CenterPoint I Companion Note pursuant to the procedures set
forth in the CenterPoint I Intercreditor Agreement. In the event that the
Directing Certificateholder and the holder of the CenterPoint I Companion Note
disagree, the CenterPoint I Intercreditor Agreement provides that the Directing
Certificateholder's decision will be binding upon the holder of the CenterPoint
I Companion Note.
"Directly Operate": With respect to any 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, the use of such REO Property in a trade or
business conducted by the Trust Fund or on behalf of a Companion Holder or the
performance of any construction work on the REO Property (other than the
completion of a building or improvement, where more than 10% of the construction
of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that an REO
Property shall not be considered to be Directly Operated solely because the
Trustee (or the Special Servicer on behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance or makes decisions as to repairs or capital expenditures with respect
to such REO Property or takes other actions consistent with Treasury Regulations
Section 1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Paying Agent based upon an
Opinion of Counsel as provided to the Paying Agent (at no expense to the Paying
Agent) that the holding of an Ownership Interest in a Residual Certificate by
such Person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates, the Accrued
Certificate Interest in respect of such Class of Regular Certificates for such
Distribution Date, reduced (to not less than zero) by any allocations to such
Class of Certificates (other than in the case of the Class X Certificates) of
(i) the product of (a) any Net Aggregate Prepayment Interest Shortfall for such
Distribution Date, multiplied by (b) a fraction, expressed as a decimal, the
numerator of which is the Accrued Certificate Interest in respect of such Class
of Certificates for such Distribution Date, and the denominator of which is the
aggregate Accrued Certificate Interest in respect of all the Classes of Regular
Certificates (other than the Class X Certificates) for such Distribution Date,
and (ii) any Certificate Deferred Interest for such Distribution Date allocated
to such Class of Certificates pursuant to Section 4.06(a).
"Distribution Accounts": Collectively, the Upper-Tier Distribution
Account, the Lower-Tier Distribution Account and the Excess Interest
Distribution Account, all of which may be subaccounts of a single Eligible
Account.
"Distribution Date": The 12th day of each month, or, if such 12th
day is not a Business Day, on the next succeeding Business Day, beginning in
April 2006.
"Xxxxxx Corporate Park #1 AB Mortgage Loan": That certain Mortgage
Loan identified on the Mortgage Loan Schedule as loan number 126.
"Xxxxxx Corporate Park #1 Companion Loan": That certain loan
evidenced by a promissory B note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Xxxxxx Corporate Park #1 AB
Mortgage Loan.
"Xxxxxx Corporate Park #1 Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of January 19, 2006, between
CIBC Inc., as Note A Holder, and CBA Mezzanine Capital Finance, LLC, as Note B
Holder. The Xxxxxx Corporate Park #1 Intercreditor Agreement relates to the
Xxxxxx Corporate Park #1 Mortgage Loan.
"DTC": As defined in Section 5.03(d).
"Due Date": With respect to (i) any Mortgage Loan or Companion Loan,
on or prior to its Maturity Date, the day of the month set forth in the related
Mortgage Note on which each Monthly Payment thereon is scheduled to be first
due, (ii) any Mortgage Loan or Companion Loan after the Maturity Date therefor,
the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on such Mortgage Loan or Companion Loan had been scheduled to be
first due, and (iii) any REO Loan, the day of the month set forth in the related
Mortgage Note on which each Monthly Payment on the related Mortgage Loan or
Companion Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any Mortgage
Loan or Companion Loan, the period commencing on the day immediately succeeding
the Due Date for such Mortgage Loan or Companion Loan occurring in the month
preceding the month in which such Distribution Date occurs or the date that
would have been the Due Date if the Mortgage Loan had a Due Date in April 2006
and ending on and including the Due Date for such Mortgage Loan or Companion
Loan occurring in the month in which such Distribution Date occurs.
Notwithstanding the foregoing, in the event that the last day of a Due Period
(or applicable grace period) is not a Business Day, any Monthly Payments
received with respect to the Mortgage Loans or Companion Loan relating to such
Due Period on the Business Day immediately following such day shall be deemed to
have been received during such Due Period and not during any other Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution or trust
company (including the Trustee), (A) the long-term unsecured debt obligations of
which are rated at least "A+" by S&P, if the deposits are to be held in such
account for 30 days or more, and the short-term debt obligations of which have a
short-term rating of not less than "A-1" by S&P, if the deposits are to be held
in such account for less than 30 days, (B) the long-term unsecured debt
obligations of which are rated at least "Aa3" by Moody's, if the deposits are to
be held in such account for 30 days or more, and the short-term debt obligations
of which have a short-term rating of not less than "P-1" from Moody's, if the
deposits are to be held in such account for less than 30 days, (C) the long-term
unsecured debt obligations of which are rated at least "AA-" by Fitch, if the
deposits are to be held in such account for 30 days or more, and the short-term
debt obligations of which have a short-term rating of not less than "F-1" from
Fitch, if the deposits are to be held in such account for less than 30 days, (D)
an account or accounts maintained with PNC Bank, National Association so long as
PNC Bank, National Association's long term unsecured debt rating shall be at
least "A" from S&P and "A" from Fitch (if the deposits are to be held in the
account for more than 30 days) or PNC Bank, National Association's short term
deposit or short term unsecured debt rating shall be at least "A-1" from S&P and
"F1" from Fitch (if the deposits are to be held in the account for 30 days or
less) and (D) such other account or accounts with respect to which each of the
Rating Agencies shall have confirmed in writing that the then current rating
assigned to any of the Certificates or any CenterPoint I Companion Loan
Securities will not be qualified, downgraded or withdrawn by reason thereof or
(ii) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust
company that, in either case, has corporate trust powers, acting in its
fiduciary capacity, provided that any state chartered depository institution or
trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. ss. 9.10(b). Eligible Accounts may bear interest. No
Eligible Account shall be evidenced by a certificate of deposit, passbook or
other similar instrument.
"Eligible Investor": Either (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 Assessment": An "environmental site assessment" as
such term is defined in, and meeting the criteria of, the American Society of
Testing Materials Standard Section E 1527-00, or any successor thereto.
"Environmental Indemnity Agreement": With respect to any Mortgage
Loan, any agreement between the Mortgagor (or a guarantor thereof) and the
originator of such Mortgage Loan relating to the Mortgagor's obligation to
remediate or monitor or indemnify for any environmental problems relating to the
related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class J, Class K, Class L, Class
M, Class N, Class P or Class NR Certificate; provided that any such Certificate:
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate, either (i) it is
rated in one of the four highest generic ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would permit the transfer of such
Certificate to a Plan.
"Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease
rents and similar items in respect of the related Mortgaged Property, including
amounts for deposit to any reserve account.
"Euroclear": Euroclear Bank societe anonyme or any successor
thereto.
"Event of Default": One or more of the events described in Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on 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 the Lower-Tier REMIC or the Upper-Tier REMIC
formed hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts (or as a
subaccount of the Distribution Account) by the Paying Agent pursuant to Section
3.04(c), which shall be entitled "LaSalle Bank National Association, as Paying
Agent, in trust for the registered Holders of X.X. Xxxxxx Xxxxx Commercial
Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC14, Excess Interest Distribution Account," and
which must be an Eligible Account (or a subaccount of an Eligible Account). The
Excess Interest Distribution Account shall not be an asset of either the
Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder. No Excess Interest
Distribution Account shall be created or maintained hereunder.
"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.
"Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time and the rules and regulations of the Commission thereunder.
"Xxxxxx Mae": Federal National Mortgage Association or any successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": A reasonable determination by the
Special Servicer, in consultation with the Directing Certificateholder, with
respect to any Defaulted Mortgage Loan or Corrected Mortgage Loan (and, if
applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan
Purchase Agreement, the Controlling Class Option Holder, the applicable
Companion Holder or the Special Servicer pursuant to Section 3.18(b), any
mezzanine lender pursuant to Section 3.18(e) or the Master Servicer, Special
Servicer, the Holders of the Controlling Class, or the Holders of the Class LR
Certificates pursuant to Section 9.01) that there has been a recovery of all
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other
payments or recoveries that, in the Special Servicer's judgment, which judgment
was exercised without regard to any obligation of the Special Servicer to make
payments from its own funds pursuant to Section 3.07(b), will ultimately be
recoverable.
"FIRREA": The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as it may be amended from time to time.
"Fitch": Fitch, Inc., and its successors in interest. If neither
Fitch nor any successor remains in existence, "Fitch" shall be deemed to refer
to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the Trustee, the Paying Agent, the Master Servicer, the Directing
Certificateholder and the Special Servicer, and specific ratings of Fitch herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.
"Form 8-K Disclosure Information": As defined in Section 11.07.
"Xxxxxxx Mac": Federal Home Loan Mortgage Corporation or any
successor thereto.
"Gain-on-Sale Proceeds": With respect to any Mortgage Loan or
Companion Loan, as applicable, the excess of (i) Liquidation Proceeds of the
Mortgage Loan or Companion Loan or related REO Property net of any related
Liquidation Expenses, Unliquidated Advances, unreimbursed Advances, Liquidation
Fees, unreimbursed interest on Advances, unpaid Servicing Fees, and unpaid
Special Servicing Fees and additional Trust Fund expenses over (ii) the Purchase
Price for such Mortgage Loan or Companion Loan, as applicable, on the date on
which such Liquidation Proceeds were received.
"Gain-on-Sale Reserve Account": A custodial account or accounts (or
subaccount of the Distribution Account) created and maintained by the Paying
Agent, pursuant to Section 3.04(d) on behalf of the Trustee in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association,
as Paying Agent, in trust for the registered Holders of X.X. Xxxxxx Chase
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14, Gain-on-Sale Reserve Account."
Any such account shall be an Eligible Account or a subaccount of an Eligible
Account.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of the Excess Interest and amounts held from time to time in the
Excess Interest Distribution Account, beneficial ownership of which is
represented by the Class S Certificates. There shall be no Grantor Trust as part
of this transaction.
"Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property and any estoppels
or other agreements executed and delivered by the ground lessor in favor of the
lender under the Mortgage Loan.
"Group 1 Mortgage Loan": Any Mortgage Loan identified on the
Mortgage Loan Schedule as belonging to Loan Group 1.
"Group 2 Mortgage Loan": 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 CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Houston Galleria A Notes": Collectively, the Houston Galleria
Mortgage Loan and the Houston Galleria Senior Companion Note.
"Houston Galleria A-1 Note": With respect to the Houston Galleria
Whole Loan, the related promissory note made by the related Mortgagor and
secured by the Mortgage on the Houston Galleria Mortgaged Property and
designated as promissory note A-1, which is not included in the Trust and which
is senior in right of payment to the Houston Galleria B Note and the Houston
Galleria C Note and pari passu in right of payment to the Houston Galleria
Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the Houston Galleria Intercreditor Agreement.
"Houston Galleria A-2a Note": With respect to the Houston Galleria
Whole Loan, the related promissory note that is included in the Trust, made by
the related Mortgagor and secured by the Mortgage on the Houston Galleria
Mortgaged Property, which is designated as promissory note A-2 and is senior in
right of payment to the Houston Galleria Subordinate Notes and pari passu in
right of payment with the Houston Galleria A-2b Note and the Houston Galleria
Senior Companion Note to the extent set forth in the Houston Galleria
Intercreditor Agreement.
"Houston Galleria A-2b Note": With respect to the Houston Galleria
Whole Loan, the related promissory note that is included in the Trust, made by
the related Mortgagor and secured by the Mortgage on the Houston Galleria
Mortgaged Property, which is designated as promissory note A-3 and is senior in
right of payment to the Houston Galleria Subordinate Notes and pari passu in
right of payment with the Houston Galleria A-2a Note and the Houston Galleria
Senior Companion Note to the extent set forth in the Houston Galleria
Intercreditor Agreement.
"Houston Galleria B Noteholder": A holder of a Houston Galleria B
Note.
"Houston Galleria B Note": With respect to the Houston Galleria
Whole Loan, the related promissory note made by the related Mortgagor and
secured by the Mortgage on the Houston Galleria Mortgaged Property and
designated as promissory note B. The Houston Galleria B Note is not included in
the Trust and is subordinate in right of payment to the Houston Galleria A Notes
and senior in right of payment to the Houston Galleria C Note to the extent set
forth in the related Mortgage Loan documents and as provided in the Houston
Galleria Intercreditor Agreement.
"Houston Galleria C Noteholder": A holder of a Houston Galleria C
Note.
"Houston Galleria C Note": With respect to the Houston Galleria
Whole Loan, the related promissory note made by the related Mortgagor and
secured by the Mortgage on the Houston Galleria Mortgaged Property and
designated as promissory note C. The Houston Galleria C Note is not included in
the Trust and is subordinate in right of payment to the Houston Galleria A Notes
and the Houston Galleria B Note to the extent set forth in the related Mortgage
Loan documents and as provided in the Houston Galleria Intercreditor Agreement.
"Houston Galleria Companion Noteholders": The Houston Galleria
Senior Companion Noteholder and the Houston Galleria Subordinate Noteholders.
"Houston Galleria Companion Notes": The Houston Galleria Senior
Companion Note and the Houston Galleria Subordinate Notes.
"Houston Galleria Control Appraisal Event": A "Houston Galleria
Control Appraisal Event" will exist with respect to the Houston Galleria Whole
Loan, if and for so long as a "Control Appraisal Event" has occurred and is
continuing pursuant to the Houston Galleria Intercreditor Agreement.
"Houston Galleria Controlling Holder": With respect to the Houston
Galleria Whole Loan, the "controlling holder" as defined in the Houston Galleria
Intercreditor Agreement.
"Houston Galleria Event of Default": An "Event of Default" as
defined under the Houston Galleria Whole Loan documents.
"Houston Galleria Intercreditor Agreement": The intercreditor
agreement, by and among the holders of the Houston Galleria A Notes and the
holders of the Houston Galleria Subordinate Notes, relating to the relative
rights of such holders of the Houston Galleria Whole Loan, as the same may be
further amended in accordance with the terms thereof.
"Houston Galleria Loan Sale Agreement": That certain Loan Sale
Agreement, dated as of March 16, 2006, between JPMorgan, as seller, and CIBC
Inc., as purchaser, relating to the purchase of the Houston Galleria A-2b Note.
"Houston Galleria Master Servicer": "master servicer no. 1" under
the Houston Galleria Pooling Agreement, which as of the date hereof is Midland
Loan Services, Inc.
"Houston Galleria Mortgage Loan": With respect to the Houston
Galleria Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is designated as
promissory note A-2 and promissory note A-3 and is senior in right of payment to
the Houston Galleria Subordinate Notes and pari passu in right of payment with
the Houston Galleria Senior Companion Note to the extent set forth in the
Houston Galleria Intercreditor Agreement.
"Houston Galleria Mortgaged Property": The Mortgaged Property which
secures the Houston Galleria Whole Loan.
"Houston Galleria Operating Advisor": With respect to the Houston
Galleria Whole Loan, the "operating advisor" as defined in the Houston Galleria
Intercreditor Agreement.
"Houston Galleria Paying Agent": The "group A companion paying
agent" under the Houston Galleria Pooling Agreement, which as of the date hereof
is Midland Loan Services, Inc.
"Houston Galleria Pooling Agreement": The (i) pooling and servicing
agreement dated as of December 1, 2005 among the Depositor, as depositor,
Midland Loan Services, Inc., as master servicer no. 1, GMAC Commercial Mortgage
Corporation, as master servicer no. 2, Midland Loan Services, Inc., as special
servicer and LaSalle Bank National Association, as trustee, as from time to time
amended, supplemented or modified relating to the issuance of the X.X. Xxxxxx
Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2005-LDP5 or (ii) any successor pooling and servicing
agreement entered into pursuant to the Houston Galleria Intercreditor Agreement.
"Houston Galleria Senior Companion Noteholder": The holder of the
Houston Galleria Senior Companion Note.
"Houston Galleria Senior Companion Note": The Houston Galleria A-1
Note.
"Houston Galleria Senior Notes": The Houston Galleria Mortgage Loan
and the Houston Galleria A-1 Note.
"Houston Galleria Special Servicer": The "special servicer" under
the Houston Galleria Pooling Agreement, which as of the date hereof is Midland
Loan Services, Inc.
"Houston Galleria Subordinate Noteholders": The Houston Galleria B
Noteholder and the Houston Galleria C Noteholder.
"Houston Galleria Subordinate Notes": The Houston Galleria B Note
and the Houston Galleria C Note.
"Houston Galleria Trust": X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
0000-XXX0.
"Xxxxxxx Galleria Trustee": The "trustee" under the Houston Galleria
Pooling Agreement, which as of the date hereof is LaSalle Bank National
Association.
"Houston Galleria Whole Loan": The Houston Galleria Mortgage Loan,
together with the Houston Galleria Senior Companion Note and the Houston
Galleria Subordinate Notes, each of which is secured by the same Mortgage on the
Houston Galleria Mortgaged Property. References herein to the Houston Galleria
Whole Loan shall be construed to refer to the aggregate indebtedness under the
Houston Galleria A Notes, the Houston Galleria B Note and the Houston Galleria C
Note.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Paying Agent, the
Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Companion Holders and all Affiliates thereof, (ii) does
not have any material direct financial interest in or any material indirect
financial interest in any of the Trustee, the Paying Agent, the Depositor, the
Master Servicer, the Special Servicer, the Directing Certificateholder, the
Companion Holders or any Affiliate thereof and (iii) is not connected with the
Trustee, the Paying Agent, the Depositor, the Master Servicer, the Special
Servicer, the Directing Certificateholder, the Companion Holders or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Trustee, the Paying Agent,
the Depositor, the Master Servicer, the Special Servicer, the Directing
Certificateholder, the Companion Holders or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any Class of securities
issued by the Trustee, the Paying Agent, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder, the Companion Holders or any
Affiliate thereof, as the case may be, provided such ownership constitutes less
than 1% of the total assets of such Person.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Paying Agent, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, the Paying Agent, any Companion Holder and the Master Servicer),
so long as the Trust does not receive or derive any income from such Person and
provided that the relationship between such Person and the Trust is at arm's
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)
(except that the Master Servicer or the Special Servicer shall not be considered
to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee to that effect) or (ii)
any other Person (including the Master Servicer and the Special Servicer) upon
receipt by the Trustee, the Paying Agent and the Master Servicer of an Opinion
of Counsel, which shall be at no expense to the Trustee, the Paying Agent, the
Master Servicer or the Trust Fund, to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.
"Initial Purchaser": X.X. Xxxxxx Securities Inc.
"Initial Sub-Servicer": With respect to each Mortgage Loan that is
subject to a Sub-Servicing Agreement with the Master Servicer as of the Closing
Date, the Sub-Servicer under any such Sub-Servicing Agreement.
"Initial Sub-Servicing Agreement": Any Sub-Servicing Agreement in
effect as of the Closing Date.
"Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the Act.
"Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor or any tenants or ground lessors, in either case, in accordance with
the Servicing Standards (and in the case of the Houston Galleria Mortgage Loan
or any AB Mortgage Loan or the CenterPoint I Loan, to the extent any portion of
such proceeds are received by the Paying Agent in connection with such AB
Mortgage Loan or CenterPoint I Loan, as applicable, pursuant to the allocations
set forth in the related Intercreditor Agreement).
"Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the
related Mortgaged Property.
"Intercreditor Agreements": Each of the Houston Galleria
Intercreditor Agreement, the CenterPoint I Intercreditor Agreement, the Xxxxxxx
Portfolio Intercreditor Agreement, the Metro Corporate Center Intercreditor
Agreement, the Tulane Park Apartments Intercreditor Agreement, the Pheasant Run
Intercreditor Agreement, the Xxxxxx Corporate Park #1 Intercreditor Agreement
and the Marlton Square Shopping Center Intercreditor Agreement.
"Interest Accrual Period": With respect to any Class of Regular
Certificates or the Uncertificated Lower-Tier Interests and any Distribution
Date, the period beginning on the first day of the calendar month preceding the
calendar month in which the related Distribution Date occurs and ending on the
last day of the calendar month preceding the calendar month in which such
Distribution Date occurs, calculated assuming that each month has 30 days and
each year has 360 days.
"Interest Distribution Amount": With respect to any Class of Regular
Certificates for any Distribution Date, an amount equal to the sum of the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with
respect to such Class of Regular Certificates for such Distribution Date and any
Accrued Interest From Recoveries for such Class, to the extent not previously
paid for all prior Distribution Dates.
"Interest Reserve Account": The trust account or subaccount of the
Distribution Account created and maintained by the Paying Agent pursuant to
Section 3.25 in the name of "LaSalle Bank National Association, as Paying Agent,
in trust for the registered holders of X.X. Xxxxxx Chase Commercial Mortgage
Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14, Interest Reserve Account," into which the amounts set forth
in Section 3.25 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.
"Interest Reserve Loan": Each Actual/360 Mortgage Loan.
"Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate, each Companion Holder (but only with respect to the related AB
Mortgage Loan) or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section 5.02(b).
"JPMorgan": JPMorgan Chase Bank, National Association, a banking
association organized under the laws of the United States, or its successor in
interest.
"Late Collections": With respect to any Mortgage Loan or Companion
Loan, all amounts received thereon prior to the related Determination Date,
whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
or otherwise, which represent late payments or collections of principal or
interest due in respect of such Mortgage Loan or Companion Loan (without regard
to any acceleration of amounts due thereunder by reason of default) on a Due
Date prior to the immediately preceding Determination Date and not previously
recovered. With respect to any REO Loan, all amounts received in connection with
the related REO Property prior to the related Determination Date, whether as
Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage Loan or
Companion Loan (without regard to any acceleration of amounts due under the
predecessor Mortgage Loan or Companion Loan by reason of default) on a Due Date
prior to the immediately preceding Determination Date and not previously
recovered. The term "Late Collections" shall specifically exclude Penalty
Charges.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is
purchased by the Controlling Class Option Holder or the Special Servicer
pursuant to Section 3.18(b); (v) such Mortgage Loan is purchased by the Special
Servicer, the Master Servicer, the Holders of the Controlling Class or the
Holders of the Class LR Certificates pursuant to Section 9.01 or acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to Section
9.01; (vi) such Mortgage Loan is purchased by (a) the applicable Companion
Holder pursuant to or as contemplated by Section 3.18(d) or (b) a mezzanine
lender pursuant to the related mezzanine intercreditor agreement; or (vii) such
Mortgage Loan is purchased by the applicable Houston Galleria Companion Loan
Noteholder pursuant to the Houston Galleria Intercreditor Agreement. With
respect to any REO Property (and the related REO Loan), any of the following
events: (i) a Final Recovery Determination is made with respect to such REO
Property; (ii) such REO Property is purchased by the Master Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates pursuant to Section 9.01; or (iii) such REO Property is
purchased by (a) the applicable Companion Holder pursuant to or as contemplated
by Section 3.18(d) or (b) a mezzanine lender pursuant to the related mezzanine
intercreditor agreement.
"Liquidation Expenses": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Special Servicer in connection
with a liquidation of any Specially Serviced Mortgage Loan or REO Property
pursuant to Section 3.18 (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 Mortgage Loan or REO Property (except with
respect to the Houston Galleria Whole Loan) as to which the Special Servicer
receives (i) a full or discounted payoff (or an unscheduled partial payment to
the extent such prepayment is required by the Special Servicer as a condition to
a workout) with respect thereto from the related Mortgagor or (ii) any
Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to the
related Mortgage Loan or REO Property (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 other
partial payment or the Liquidation Proceeds or Insurance and Condemnation
Proceeds (net of the related costs and expenses associated with the related
liquidation) related to such liquidated Specially Serviced Mortgage Loan or REO
Property, as the case may be; provided, however, that no Liquidation Fee shall
be payable with respect to any event described in (1) clause (iii)(A) of the
definition of "Liquidation Proceeds," if such purchase occurs within the first
90 days after the Special Servicer's initial determination of the fair value of
such Specially Serviced Mortgage Loan, (2) clause (iv) of the definition of
"Liquidation Proceeds" if such repurchase occurs within the time parameters set
forth in this Agreement and in the related Mortgage Loan Purchase Agreement, (3)
clause (v) and clause (vi) of the definition of "Liquidation Proceeds," as long
as, with respect to a purchase pursuant to clause (vi)(A) or (vi)(B), the
repurchase occurs within 90 days after such option is exercisable by the related
mezzanine lender or holder of a Companion Loan, or (4) with respect to the
CenterPoint I Companion Note, no such fee shall be payable in connection with a
purchase or repurchase of a CenterPoint I Companion Note under an Other Pooling
and Servicing Agreement (for the avoidance of doubt, a Liquidation Fee payable
under this Agreement, in accordance herewith, may be payable on the entire
CenterPoint I Whole Loan).
"Liquidation Fee Rate": A rate equal to 1.00% per annum for Mortgage
Loans having an outstanding principal balance of less than $20,000,000 and 0.75%
per annum for Mortgage Loans having an outstanding principal balance of greater
than or equal to $20,000,000.
"Liquidation Proceeds": Cash amounts received by or paid to the
Master Servicer or the Special Servicer in connection with: (i) the liquidation
(including a payment in full) of a Mortgaged Property or other collateral
constituting security for a Defaulted Mortgage Loan or Corrected Mortgage Loan
through a trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Mortgagor; (iii) (A) the purchase of a Defaulted
Mortgage Loan by the Option Holder pursuant to Section 3.18(a) or (B) any other
sale thereof pursuant to Section 3.18(c), Section 3.18(e) or Section 3.18(f) or
Section 3.18(g); (iv) the repurchase of a Mortgage Loan by the applicable
Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders
of the Class LR Certificates pursuant to Section 9.01 or; (vi) the purchase of a
Mortgage Loan or an REO Property by (A) the Companion Holder pursuant to Section
3.18(d) or (B) any other mezzanine lender of the related Mortgage Loan or REO
Loan.
"Litigation Control": As defined in Section 3.33.
"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 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 1.
"Loan Group 1 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 1 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 1 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 1; provided, that
the Loan Group 1 Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Group 1 Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Loan Group
1 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 1 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 1 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or reimbursed from principal collections on
the Group 2 Mortgage Loans as provided for in clauses (i) and (ii) of the
definition of "Loan Group 2 Principal Distribution Amount" had the Loan Group 2
Principal Distribution Amount been sufficient to make such reimbursements in
full, over (B) the Loan Group 2 Principal Distribution Amount (prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan Group 2
Principal Distribution Amount") for that Distribution Date (provided, further,
(I) that, with respect to the amounts identified in clauses (i) and (ii) above,
if any of such amounts reimbursed from principal collections on the Group 1
Mortgage Loans are subsequently recovered on the related Mortgage Loan, subject
to the application of any recovery to increase the Loan Group 2 Principal
Distribution Amount as required under clause (II) of the definition of "Loan
Group 2 Principal Distribution Amount", such recovery will be applied to
increase the Loan Group 1 Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs; and (II) that in the
case of clause (iii) above, if any of such amounts reimbursed from principal
collections on the Loan Group 2 Mortgage Loans are subsequently recovered on the
related Mortgage Loan, such recovery will first be applied to increase the Loan
Group 1 Principal Distribution Amount up to such amounts and then to increase
the Loan Group 2 Principal Distribution Amount).
"Loan Group 1 Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan Group 1
Principal Distribution Amount for the prior Distribution Date and (b) the
Certificate Balance of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class
A-4 and Class A-SB Certificates exceeds (2) the aggregate amount distributed in
respect of principal on the Class X-0, Xxxxx X-0, Class A-3A, Class A-3B, Class
A-4 and Class A-SB Certificates on the prior Distribution Date. There will be no
Loan Group 1 Principal Shortfall on the first Distribution Date.
"Loan Group 2": Collectively, all of the Mortgage Loans that are
Group 2 Mortgage Loans and any successor REO Loans with respect thereto.
"Loan Group 2 Available Distribution Amount": With respect to any
Distribution Date, that portion, if any, of the Available Distribution Amount
attributable to Loan Group 2.
"Loan Group 2 Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (a) the Loan Group 2 Principal
Shortfall for such Distribution Date, (b) that portion, if any, of the Scheduled
Principal Distribution Amount for such Distribution Date attributable to Loan
Group 2 and (c) that portion, if any, of the Unscheduled Principal Distribution
Amount for such Distribution Date attributable to Loan Group 2; provided, that
the Loan Group 2 Principal Distribution Amount for any Distribution Date shall
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances
plus interest on such Nonrecoverable Advances that are paid or reimbursed from
principal collections on the Group 2 Mortgage Loans in a period during which
such principal collections would have otherwise been included in the Loan Group
2 Principal Distribution Amount for such Distribution Date, (ii) Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on
the Group 2 Mortgage Loans in a period during which such principal collections
would have otherwise been included in the Loan Group 2 Principal Distribution
Amount for such Distribution Date and (iii) following the reimbursements
provided for in clauses (i) and (ii) above, the excess, if any of (A) the total
amount of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts,
plus interest on such Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts, that would have been paid or reimbursed from principal collections on
the Group 1 Mortgage Loans as provided for in clauses (i) and (ii) of the
definition of "Loan Group 1 Principal Distribution Amount" had the Loan Group 1
Principal Distribution Amount been sufficient to make such reimbursements in
full, over (B) the Loan Group 1 Principal Distribution Amount (prior to giving
effect to clauses (i), (ii) and (iii) of the definition of "Loan Group 1
Principal Distribution Amount") for that Distribution Date (provided, further,
(I) that, with respect to the amounts identified in clauses (i), (ii) and (iii)
above, if any of such amounts reimbursed from principal collections on the Group
2 Mortgage Loans are subsequently recovered on the related Mortgage Loan,
subject to the application of any recovery to increase the Loan Group 1
Principal Distribution Amount as required under clause (II) of the definition of
"Loan Group 1 Principal Distribution Amount", such recovery will be applied to
increase the Loan Group 2 Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs; and (II) that in the
case of clause (iii) above, if any of such amounts reimbursed from principal
collections on the Loan Group 1 Mortgage Loans are subsequently recovered on the
related Mortgage Loan, such recovery will first be applied to increase the Loan
Group 2 Principal Distribution Amount up to such amounts and then to increase
the Loan Group 1 Principal Distribution Amount).
"Loan Group 2 Principal Shortfall": With respect to any Distribution
Date, the amount, if any, by which (1) the lesser of (a) the Loan Group 2
Principal Distribution Amount for the prior Distribution Date and (b) the
Certificate Balance of the Class A-1A Certificates, exceeds (2) the aggregate
amount distributed in respect of principal on the Class A-1A Certificates on the
prior Distribution Date. There will be no Loan Group 2 Principal Shortfall on
the first Distribution Date.
"Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan. As used in this Agreement, the term "Loan Pair" shall include the
CenterPoint I Whole Loan.
"Lower-Tier Distribution Account": The segregated account, accounts
or sub-accounts created and maintained by the Paying Agent pursuant to Section
3.04(b) in trust for the Certificateholders, which shall be entitled "LaSalle
Bank National Association, as Paying Agent, in trust for the registered Holders
of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14, Lower-Tier
Distribution Account." Any such account, accounts or sub-accounts shall be an
Eligible Account.
"Lower-Tier Distribution Amount": As defined in Section 4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii), and in the case of the Class LA-1-1, Class
LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1A-1, Class LA-1A-2, Class LA-1A-3,
Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class
LA-1A-14, Class LA-1A-15, Class LA-2-1, Class LA-2-2, Class LA-2-3, Class
LA-3B-1, Class LA-3B-2, Class LA-3B-3, Class LA-3B-4, Class LA-4-1, Class
LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5, Class LA-4-6, Class LA-4-7,
Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6, Class LA-SB-7, Class LD-1, Class LD-2, Class LD-3, Class LD-4, Class
LE-1, Class LE-2, Class LF-1, Class LF-2, Class LF-3, Class LG-1, Class LG-2,
Class LH-1, Class LH-2, Class LH-3, Class LJ-1 and Class LJ-2 Uncertificated
Interests, as set forth in Section 4.01(b)).
"Lower-Tier REMIC": One of two separate REMICs comprising a portion
of the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive
of Excess Interest), any REO Property with respect thereto (or an allocable
portion thereof, in the case of the AB Mortgage Loans or the CenterPoint I
Mortgage Loan), or the Trust Fund's beneficial interest in the REO Property with
respect to the Houston Galleria Whole Loan, such amounts as shall from time to
time be held in the Certificate Account (other than with respect to the
Companion Loans), the REO Account, if any, the Interest Reserve Account, the
Gain-on-Sale Reserve Account and the Lower-Tier Distribution Account, and all
other property included in the Trust Fund that is not in the Upper-Tier REMIC or
the Grantor Trust.
"LTV Ratio": With respect to any Mortgage Loan, as of any date of
determination, a fraction, expressed as a percentage, the numerator of which is
the scheduled principal balance of such Mortgage Loan as of such date (assuming
no defaults or prepayments on such Mortgage Loan prior to that date), and the
denominator of which is the Appraised Value of the related Mortgaged Property.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date, the
Controlling Class Certificateholder owning a majority of the Percentage
Interests in the Controlling Class.
"Marlton Square Shopping Center AB Mortgage Loan": That certain
Mortgage Loan identified on the Mortgage Loan Schedule as loan number 136.
"Marlton Square Shopping Center Companion Loan": That certain loan
evidenced by a promissory B note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Marlton Square Shopping Center AB
Mortgage Loan.
"Marlton Square Shopping Center Intercreditor Agreement": That
certain Intercreditor Agreement among noteholders, dated as of February 16,
2006, between CIBC, as Note A Holder, and CBA Mezzanine Capital Finance, LLC, as
Note B Holder. The Marlton Square Shopping Center Intercreditor Agreement
relates to the Marlton Square Shopping Center Mortgage Loan.
"Master Servicer": GMAC Commercial Mortgage Corporation, and its
successors in interest and assigns, or any successor Master Servicer appointed
as allowed herein.
"Maturity Date": With respect to any Mortgage Loan or Companion Loan
as of any date of determination, the date on which the last payment of principal
is due and payable under the related Mortgage 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 Companion Loan by reason of default thereunder or (ii) any grace period
permitted by the related Mortgage Note.
"Metro Corporate Center AB Mortgage Loan": That certain Mortgage
Loan identified on the Mortgage Loan Schedule as loan number 47.
"Metro Corporate Center Companion Loan": That certain loan evidenced
by a promissory B note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Metro Corporate Center AB Mortgage Loan.
"Metro Corporate Center Control Appraisal Period": Has the meaning
assigned to the term "Control Appraisal Period" in the Metro Corporate Center
Intercreditor Agreement.
"Metro Corporate Center Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of February 28, 2006,
between CIBC Inc., as Note A Holder, and Gramercy Warehouse Funding I LLC, as
Note B Holder. The Metro Corporate Center Intercreditor Agreement relates to the
Metro Corporate Center Mortgage Loan.
"Metro Corporate Center Whole Loan": The Metro Corporate Center AB
Mortgage Loan, together with the Metro Corporate Center Companion Loan, each of
which is secured by the same Mortgage on the related Mortgaged Property (the
Metro Corporate Center). References herein to the Metro Corporate Center Whole
Loan shall be construed to refer to the aggregate indebtedness under the Metro
Corporate Center AB Mortgage Loan and the Metro Corporate Center Companion Loan.
"Mezz Cap AB Mortgage Loan": The Xxxxxxx Portfolio AB Mortgage Loan,
the Tulane Park Apartments AB Mortgage Loan, the Pheasant Run AB Mortgage Loan,
the Xxxxxx Corporate Park #1 AB Mortgage Loan and the Marlton Square Shopping
Center AB Mortgage Loan.
"Mezz Cap AB Mortgage Loan Intercreditor Agreements": The
Intercreditor Agreements related to the Mezz Cap AB Mortgage Loans.
"Monthly Payment": With respect to any Mortgage Loan or Companion
Loan, the scheduled monthly payment of principal and/or interest (other than
Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon
Payment, which is payable (as the terms of the applicable Mortgage Loan or
Companion Loan may be changed or modified in connection with a bankruptcy or
similar proceedings involving the related Mortgagor or by reason of a
modification, extension, waiver or amendment granted or agreed to pursuant to
the terms hereof) by a Mortgagor from time to time under the related Mortgage
Note and applicable law, without regard to any acceleration of principal of such
Mortgage Loan or Companion Loan by reason of default thereunder and without
respect to any Excess Interest.
"Moody's": Xxxxx'x Investors Service, Inc. If neither Moody's nor
any successor remains in existence, "Moody's" shall be deemed to refer to such
other nationally recognized statistical rating agency or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
Trustee, the Paying Agent, the Master Servicer and the Special Servicer, and
specific ratings of Moody's herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.
"Mortgage": With respect to any Mortgage Loan and Companion Loan,
the mortgage, deed of trust or other instrument securing a Mortgage Note and
creating a lien on the fee and/or leasehold interest in the related Mortgaged
Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is
paid currently below the Mortgage Rate and capitalize the amount of such
interest reduction, the excess, if any, of (a) interest accrued on the Stated
Principal Balance thereof during the one-month interest accrual period set forth
in the related Mortgage Note at the related Mortgage Rate over (b) the interest
portion of the related Monthly Payment, as so modified or reduced, or, if
applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage File": With respect to each Mortgage Loan and
Companion Loan, if applicable, but subject to Section 2.01, collectively the
following documents:
(i) the original executed Mortgage Note bearing, or accompanied by,
all prior and intervening endorsements, assignments or allonges showing a
complete chain of endorsement or assignment from the originator of the
Mortgage Loan to the most recent endorsee, and further endorsed (at the
direction of the Depositor given pursuant to the applicable Mortgage Loan
Purchase Agreement), on its face or by allonge attached thereto, without
recourse, representation or warranty, express or implied to the order of
the Trustee in the following form: "Pay to the order of LaSalle Bank
National Association, as trustee for the registered holders of X.X. Xxxxxx
Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14"; or in blank
provided that the requirements of this clause (i) will be satisfied by
delivery of a signed lost note affidavit and indemnity properly assigned
or endorsed to the Trustee as described above, with a copy of the Mortgage
Note attached to it;
(ii) the original Mortgage (or a certified or other copy thereof
from the applicable recording office) and originals (or certified or other
copies from the applicable recording office) of any intervening
assignments thereof showing a complete chain of assignment from the
originator of the Mortgage Loan to the most recent mortgagee of record, in
each case with evidence of recording indicated thereon (except for
recording information not yet available if the Mortgage or an assignment
thereof has not been returned from the applicable recording office);
(iii) an original assignment of the Mortgage, in complete and
recordable form (except for recording information not yet available if the
instrument being assigned has not been returned from the applicable
recording office), executed by the most recent assignee of record thereof
prior to the Trustee, or if none, by the originator to "LaSalle Bank
National Association, as trustee for the registered holders of X.X. Xxxxxx
Chase Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14" and, in the case
of the CenterPoint I Whole Loan, in its capacity as "lead lender" under
the CenterPoint I Intercreditor Agreement on behalf of the CenterPoint I
Companion Noteholders;
(iv) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most recent
assignee of record, in each case with evidence of recording thereon
(except for recording information not yet available if the Mortgage or an
assignment thereof has not been returned from the applicable recording
office);
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage and to the extent not
already assigned pursuant to preceding clause (iii)), in recordable form
(except for recording information not yet available if the instrument
being assigned has not been returned from the applicable recording
office), executed by the applicable assignee of record to "LaSalle Bank
National Association, as trustee for the registered holders of X.X. Xxxxxx
Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14" and, in the case
of the CenterPoint I Whole Loan, in its capacity as "lead lender" under
the CenterPoint I Intercreditor Agreement on behalf of the CenterPoint I
Companion Noteholders;
(vi) an original or copy of any related Security Agreement (if such
item is a document separate from the Mortgage) and the originals or copies
of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the applicable
Mortgage Loan Seller;
(vii) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage), in complete form
(except for recording information not yet available if the instrument
being assigned has not been returned from the applicable recording
office), executed by the applicable Mortgage Loan Seller to "LaSalle Bank
National Association, as trustee for the registered holders of X.X. Xxxxxx
Chase Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14" and, in the case
of the CenterPoint I Whole Loan, in its capacity as "lead lender" under
the CenterPoint I Intercreditor Agreement on behalf of the CenterPoint I
Companion Noteholders;
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements, with evidence
of recording thereon, where appropriate, in those instances where the
terms or provisions of the Mortgage, Mortgage Note or any related security
document have been consolidated or modified or the Mortgage Loan has been
assumed;
(ix) the original lender's title insurance policy or a copy thereof,
together with all endorsements or riders that were issued with or
subsequent to the issuance of such policy, insuring the priority of the
Mortgage as a first lien on the Mortgagor's fee or leasehold interest in
the Mortgaged Property, or if the policy has not yet been issued, an
original or copy of a "marked-up" written commitment (marked as binding
and in all cases countersigned by the title insurer or its authorized
agent) or the pro forma or specimen title insurance policy (accepted or
approved in writing by the title insurer or its authorized agent) or an
agreement to provide the same pursuant to lender's escrow trust
instructions executed by an authorized representative of the title
insurance company, provided the policy is issued within twelve (12) months
from the Closing Date, in connection with the related Mortgage Loan;
(x) the original or copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan and any intervening assignments;
(xi) all UCC Financing Statements, assignments and continuation
statements or copies thereof, as filed or recorded, or in form that is
complete and suitable for filing or recording, as appropriate, or other
evidence of filing or recording sufficient to perfect (and maintain the
perfection of) the security interest held by the originator of the
Mortgage Loan (and each assignee of record prior to the Trustee) in and to
the personalty of the Mortgagor at the Mortgaged Property (in each case
with evidence of filing or recording thereon, with the exception of filing
or recording information not yet available because the UCC Financing
Statement, assignment or continuation statement, as the case may be, has
not yet been returned from the applicable filing or recording office), and
to transfer such security interest to the Trustee;
(xii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was not
signed by the Mortgagor;
(xiii) with respect to any Mortgage Loans with Additional Debt, a
co-lender agreement, a subordination agreement or other intercreditor
agreement, pursuant to which such Additional Debt will be subordinated to
such Mortgage Loan as set forth in such intercreditor agreement;
(xiv) any additional documents required to be added to the Mortgage
File pursuant to this Agreement;
(xv) with respect to any Mortgage Loan secured by a ground lease,
the related ground lease or a copy thereof and any related ground lessor
estoppels;
(xvi) a copy of any letter of credit securing such Mortgage Loan
and, within thirty (30) days of the Closing Date or such earlier date as
required by the issuer of the letter of credit, a copy of the appropriate
transfer or assignment documents (which may be in the form of an
amendment) for such letter of credit;
(xvii) a copy of any Environmental Indemnity Agreement, together
with a copy of any environmental insurance policy;
(xviii) a copy of any loan agreement(s);
(xix) a copy of any escrow agreement(s);
(xx) a copy of any property management agreement(s);
(xxi) a copy of any franchise agreements and comfort letters related
thereto;
(xxii) a copy of any lock-box or cash management agreement(s);
(xxiii) a list related to such Mortgage Loan indicating the related
Mortgage Loan documents included in the related Mortgage File (the
"Mortgage Loan Checklist");
(xxiv) a copy of all environmental reports that were received by the
applicable Mortgage Loan Seller relating to the relevant Mortgaged
Property;
(xxv) with respect to each Mortgage Loan that has one or more
Companion Loan(s), the related Intercreditor Agreement and a copy of each
Mortgage Note relating to such Companion Loan(s), rather than the
original; and
(xxvi) with respect to the Houston Galleria Mortgage Loan, a copy of
the Houston Galleria Pooling Agreement;
provided, however, that (a) whenever the term "Mortgage File" is used to refer
to documents held by the Trustee, or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually received by the Trustee or a Custodian
appointed thereby, (b) if there exists with respect to any Crossed Group only
one original or certified copy of any document referred to in the definition of
"Mortgage File" covering all of the Mortgage Loans in such Crossed Group, then
the inclusion of such original or certified copy in the Mortgage File for any of
the Mortgage Loans constituting such Crossed Group shall be deemed the inclusion
of such original or certified copy in the Mortgage File for each such Mortgage
Loan, (c) to the extent that this Agreement refers to a "Mortgage File" for any
Companion Loan, such "Mortgage File" shall be construed to mean the Mortgage
File for the related Mortgage Loan (except that references to the Mortgage Note
for the Companion Loan otherwise described above shall be construed to instead
refer to a photocopy of such Mortgage Note) and (d) the execution and/or
recordation of any assignment of Mortgage, any separate assignment of Assignment
of Leases and any assignment of any UCC Financing Statement in the name of the
Trustee shall not be construed to limit the beneficial interest of the related
Companion Holder(s) in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (i) the Trustee shall
hold such record title for the benefit of the Trust as the holder of the related
Mortgage Loan and the related Companion Holder(s) collectively and (ii) any
efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer
on its behalf to enforce or obtain the benefits of such instrument shall be
construed to be so undertaken by Trustee, the Master Servicer or the Special
Servicer for the benefit of the Trust as the holder of the applicable Mortgage
Loan and the related Companion Holder(s) collectively. With respect to the
Houston Galleria Mortgage Loan, the preceding document delivery requirements
will be met by the delivery by JPMorgan Chase Bank, National Association of
copies of the documents specified above (other than the Mortgage Note (and all
intervening endorsements) evidencing the Houston Galleria Mortgage Loan, with
respect to which the originals shall be required), including a copy of the
Mortgage securing the Houston Galleria Mortgage Loan.
"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. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements. As used in this Agreement, the term "Mortgage Loan" does
not include any Companion Loan.
"Mortgage Loan Checklist": As defined in the definition of "Mortgage
File."
"Mortgage Loan Purchase Agreement": Each of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:
(i) the loan identification number and loan servicing number (as
specified in Annex A-1 to the Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, county, state and zip
code) and name of the related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity, (b) remaining term
to stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(xi) the applicable Servicing Fee Rate;
(xii) whether the Mortgage Loan is a 30/360 Mortgage Loan or an
Actual/360 Mortgage Loan;
(xiii) the Anticipated Repayment Date, if applicable;
(xiv) the Revised Rate of such Mortgage Loan, if any;
(xv) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvi) identifying any Mortgage Loans with which such Mortgage Loan
is cross-defaulted or cross-collateralized;
(xvii) the originator of such Mortgage Loan and the Mortgage Loan
Seller;
(xviii) whether such Mortgage Loan has a guarantor;
(xix) whether such Mortgage Loan is secured by a letter of credit;
(xx) amount of any reserve or escrowed funds that were deposited at
origination and any ongoing periodic deposit requirements;
(xxi) number of grace days;
(xxii) whether a cash management agreement or lock-box agreement is
in place;
(xxiii) the general property type of the related Mortgaged Property;
(xxiv) whether the Mortgage Loan permits defeasance;
(xxv) the interest accrual period;
(xxvi) the applicable Loan Group to which the Mortgage Loan belongs;
and
(xxvii) the number of units, pads or square feet with respect to
each Mortgaged Property.
Such Mortgage Loan Schedule shall also set forth the aggregate of
the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) JPMorgan Chase Bank, National
Association, a national banking association, or its successor in interest and
(2) CIBC Inc., a Delaware corporation, or its successor in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, together
with any rider, addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan or Companion
Loan on or prior to its Maturity Date, the annual rate at which interest is
scheduled (in the absence of a default) to accrue on such Mortgage Loan or
Companion Loan from time to time in accordance with the related Mortgage Note
and applicable law, exclusive of the Excess Rate; or (ii) any Mortgage Loan or
Companion Loan after its Maturity Date, the annual rate described in clause (i)
above determined without regard to the passage of such Maturity Date.
"Mortgaged Property": The real property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Due Period,
exceeds (b) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19 in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to the Certificate Account,
the Servicing Accounts or the REO Account for any period from any Distribution
Date to the immediately succeeding P&I Advance Date, the amount, if any, by
which the aggregate of all interest and other income realized during such period
on funds relating to the Trust Fund held in such account, exceeds the aggregate
of all losses, if any, incurred during such period in connection with the
investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to the Certificate Account, the
Servicing Accounts or the REO Account for any period from any Distribution Date
to the immediately succeeding P&I Advance Date, the amount by which the
aggregate of all losses, if any, incurred during such period in connection with
the investment of funds relating to the Trust Fund held in such account in
accordance with Section 3.06, exceeds the aggregate of all interest and other
income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan
as of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided, that for
purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Master
Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the Mortgagor; provided, further, that if any
Mortgage Loan does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, solely for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate of such Mortgage Loan for any one-month period
preceding a related Due Date 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 (exclusive of Default Interest or Excess Interest) in
respect of such Mortgage Loan during such one-month period at the related Net
Mortgage Rate; provided, further, that, with respect to each Interest Reserve
Loan, the Net Mortgage Rate for the one month period (A) preceding the Due Dates
that occur in January and February in any year which is not a leap year or
preceding the Due Date that occurs in February in any year which is a leap year,
and (B) preceding the Due Date in March, will be the per annum rate stated in
the related Mortgage Note less the related Administrative Cost Rate. With
respect to any REO Loan, the Net Mortgage Rate shall be calculated as described
above, determined as if the predecessor Mortgage Loan had remained outstanding.
"Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, Net Operating Income will be calculated in
accordance with the standard definition of "Net Operating Income" approved from
time to time endorsed and put forth by the CMSA.
"New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to
renegotiate the terms of such lease.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-1, Class A-3A, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P, Class NR, Class S, Class R
or Class LR Certificate.
"Non-Specially Serviced Mortgage Loan": Any Mortgage Loan or
Companion Loan that is not a Specially Serviced Mortgage Loan.
"Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI (or successor
form) or (ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes. A Person
shall be treated as a Non-U.S. Person, (A) notwithstanding clause (i) of the
preceding sentence, if it is a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes) any interest in which is
owned, directly or indirectly, through one more partnerships, trusts or other
pass-through entities by a Non-U.S. Person or (B) if such Person is a U.S.
Person with respect to whom income from a Residual Certificate is attributable
to a foreign permanent establishment of fixed base, within the meaning of an
applicable income treaty, of such Person or any other U.S. Person.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"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 or the Trustee, as applicable, will
not be ultimately recoverable, together with any accrued and unpaid interest
thereon at the Reimbursement Rate, from Late Collections or any other recovery
on or in respect of such Mortgage Loan or REO Loan; provided, however, that the
Special Servicer may, at its option, in consultation with the Directing
Certificateholder, make a determination in accordance with the Servicing
Standards, that any P&I Advance previously made or proposed to be made is a
Nonrecoverable P&I Advance and shall deliver to the Master Servicer or the
Trustee (and with respect to the Houston Galleria Mortgage Loan, to the Houston
Galleria Master Servicer and with respect to the CenterPoint I Mortgage Loan, to
any Other Servicer) notice of such determination. Any such determination shall
be conclusive and binding on the Master Servicer and the Trustee, provided,
however, the Special Servicer shall have no obligation to make an affirmative
determination that any P&I Advance is or would be recoverable and in the absence
of a determination by the Special Servicer that such Advance is or will be a
Non-Recoverable Advance, such decision shall remain with the Master Servicer or
Trustee, as applicable. In making such recoverability determination, the Master
Servicer, Special Servicer or Trustee, as applicable, will be entitled to
consider (among other things) only the obligations of the Mortgagor under the
terms of the related Mortgage Loan as it may have been modified, to consider
(among other things) the related Mortgaged Properties in their "as is" or then
current conditions and occupancies, as modified by such party's assumptions
(consistent with the Servicing Standards in the case of the Master Servicer and
the Special Servicer or in its good faith business judgment in the case of the
Trustee) regarding the possibility and effects of future adverse change with
respect to such Mortgaged Properties, to estimate and consider (among other
things) future expenses and to estimate and consider (consistent with the
Servicing Standards in the case of the Master Servicer and the Special Servicer
or in its good faith business judgment in the case of the Trustee) (among other
things) the timing of recoveries. In addition, any Person, in considering
whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give due
regard to the existence of any outstanding Nonrecoverable Advance or Workout
Delayed Reimbursement Amount with respect to other Mortgage Loans which, at the
time of such consideration, the reimbursement of which is being deferred or
delayed by the Master Servicer or the Trustee because there is insufficient
principal available for such reimbursement, in light of the fact that proceeds
on the related Mortgage Loan are a source of reimbursement not only for the P&I
Advance under consideration, but also as a potential source of reimbursement of
such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are
or may be being deferred or delayed. In addition, any such Person may update or
change its recoverability determinations at any time (but not reverse any other
Person's determination that an Advance is a Nonrecoverable Advance) and,
consistent with the Servicing Standard in the case of the Master Servicer or in
its good faith business judgment in the case of the Trustee, may obtain,
promptly upon request, from the Special Servicer any reasonably required
analysis, Appraisals or market value estimates or other information in the
Special Servicer's possession for making a recoverability determination. Absent
bad faith, the Master Servicer's, Special Servicer's or the Trustee's
determination as to the recoverability of any P&I Advance shall be conclusive
and binding on the Certificateholders. The determination by the Master Servicer,
the Special Servicer or the Trustee, as applicable, that the Master Servicer or
the Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any
proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or
any updated or changed recoverability determination, shall be evidenced by an
Officer's Certificate delivered by either the Special Servicer or the Master
Servicer to the other and to the Trustee, the Paying Agent, the Directing
Certificateholder (and in the case of the CenterPoint I Mortgage Loan, any Other
Servicer), the Depositor, or by the Trustee to the Depositor, the Master
Servicer, the Special Servicer, the Paying Agent and the Directing
Certificateholder (and in the case of the CenterPoint I Mortgage Loan, any Other
Servicer). The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, income and expense
statements, rent rolls, occupancy status, property inspections and any other
information used by the Master Servicer, the Special Servicer or the Trustee, as
applicable, to make such determination and shall include any existing Appraisal
of the related Mortgage Loan or Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer's or Special Servicer's
determination that a P&I Advance is or would be nonrecoverable, and the Master
Servicer shall be entitled to conclusively rely on the Special Servicer's
determination that a P&I Advance is or would be nonrecoverable. 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 Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan (other than the
Houston Galleria Mortgage Loan) or REO Property which, in the reasonable
judgment of the Master Servicer, the Special Servicer or the Trustee, as the
case may be, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any
other recovery on or in respect of such Mortgage Loan or REO Property. In making
such recoverability determination, such Person will be entitled to consider
(among other things) only the obligations of the Mortgagor under the terms of
the related Mortgage Loan as it may have been modified, to consider (among other
things) the related Mortgaged Properties in their "as is" or then current
conditions and occupancies, as modified by such party's assumptions (consistent
with the Servicing Standards in the case of the Master Servicer or the Special
Servicer or in its good faith business judgment in the case of the Trustee)
regarding the possibility and effects of future adverse change with respect to
such Mortgaged Properties, to estimate and consider (consistent with the
Servicing Standards in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee) (among other
things) future expenses and to estimate and consider (among other things) the
timing of recoveries. In addition, any Person, in considering whether a
Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to
give due regard to the existence of any Nonrecoverable Advance or Workout
Delayed Reimbursement Amounts with respect to other Mortgage Loans which, at the
time of such consideration, the recovery of which are being deferred or delayed
by the Master Servicer, in light of the fact that proceeds on the related
Mortgage Loan are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable
Advance or Workout Delayed Reimbursement Amounts which are or may be being
deferred or delayed. In addition, any such Person may update or change its
recoverability determinations at any time (but not reverse any other Person's
determination that an Advance is a Nonrecoverable Advance) and, consistent with
the Servicing Standards, in the case of the Master Servicer, may obtain,
promptly upon request, from the Special Servicer any reasonably required
analysis, Appraisals or market value estimates or other information in the
Special Servicer's possession for making a recoverability determination. The
determination by the Master Servicer, the Special Servicer or the Trustee, as
the case may be, that it has made a Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing
Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer's Certificate delivered by either of the Special
Servicer or Master Servicer to the other and to the Trustee, the Paying Agent,
the Directing Certificateholder and in the case of the CenterPoint I Mortgage
Loan, any Other Servicer, and the Depositor, or by the Trustee to the Depositor,
the Master Servicer, the Special Servicer, the Paying Agent and the Directing
Certificateholder and in the case of the CenterPoint I Mortgage Loan, any Other
Servicer; provided, however, that the Special Servicer may, at its option, in
consultation with the Directing Certificateholder, make a determination in
accordance with the Servicing Standards, that any Servicing Advance previously
made or proposed to be made is a Nonrecoverable Servicing Advance and shall
deliver to the Master Servicer and the Trustee notice of such determination. Any
such determination shall be conclusive and binding on the Master Servicer, the
Special Servicer and the Trustee, provided, however, the Special Servicer shall
have no such obligation to make an affirmative determination that any Servicing
Advance is or would be recoverable and in the absence of a determination by the
Special Servicer that such Advance is or will be a Non-Recoverable Advance, such
decision shall remain with the Master Servicer or Trustee, as applicable. The
Officer's Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the
Trustee, as applicable, forming the basis of such determination (which shall be
accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status and property inspections, and shall include any
existing Appraisal of the related Mortgage Loan or Mortgaged Property). The
Special Servicer shall promptly furnish any party required to make Servicing
Advances hereunder with any information in its possession regarding the
Specially Serviced Mortgage Loans and REO Properties as such party required to
make Servicing Advances may reasonably request for purposes of making
recoverability determinations. The Trustee shall be entitled to conclusively
rely on the Master Servicer's or Special Servicer's, as the case may be,
determination that a Servicing Advance is or would be nonrecoverable, and the
Master Servicer shall be entitled to conclusively rely on the Special Servicer's
determination that a Servicing Advance is or would be nonrecoverable. 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. The determination as to the recoverability of any
servicing advance previously made or proposed to be made in respect of the
Houston Galleria Whole Loan shall be made by the Houston Galleria Master
Servicer, the Houston Galleria Special Servicer or the Houston Galleria Trustee,
as the case may be, pursuant to the Houston Galleria Pooling Agreement.
"Notional Amount": In the case of the Class X-1 Certificates, the
Class X-1 Notional Amount. In the case of the Class X-2 Certificates, the Class
X-2 Notional Amount. In the case of each Component, the amount set forth in the
applicable definition thereof.
"Offered Certificates": The Class A-1, Class A-2, Class X-0X, Xxxxx
X-0, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-2, Class B, Class C
and Class D Certificates.
"Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer or any Additional Servicer, as
the case may be, or a Responsible Officer of the Trustee or Paying Agent, as the
case may be.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Master Servicer or the
Special Servicer, acceptable in form and delivered to the Trustee and the Paying
Agent, except that any opinion of counsel relating to (a) the qualification of
the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance with the
REMIC Provisions, (c) qualification of the Grantor Trust as a grantor trust
under subpart E, Part I of subchapter J of the Code for federal income tax
purposes or (d) the resignation of the Master Servicer, the Special Servicer or
the Depositor pursuant to Section 6.04, must be an opinion of counsel who is in
fact Independent of the Depositor, the Master Servicer or the Special Servicer,
as applicable.
"Option Holder": As defined in Section 3.18(a).
"Option Price": As defined in Section 3.18(a).
"Original Certificate Balance": With respect to any Class of
Certificates (other than the Class S, the Class X and the Residual
Certificates), the initial aggregate principal amount thereof as of the Closing
Date, in each case as specified in the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest, the initial principal amount thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X-1 Notional
Amount and Class X-2 Notional Amount, the respective initial Notional Amount
thereof as of the Closing Date, as specified in the Preliminary Statement.
"Other Pooling and Servicing Agreement": Any pooling and servicing
agreement that creates a trust fund whose assets include the CenterPoint I
Companion Note.
"Other Servicer": Any servicer under an Other Pooling and Servicing
Agreement.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Other Securitization": As defined in Section 11.06.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03
or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to each
Distribution Date.
"P&I Advance Determination Date": With respect to any Distribution
Date, the Business Day prior to the P&I Advance Date.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class A-3A Pass-Through Rate, the Class A-3B
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-SB Pass-Through
Rate, the Class A-1A Pass-Through Rate, the Class A-M Pass-Through Rate, the
Class A-J Pass-Through Rate, the Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate,
the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H
Pass-Through Rate, the Class J Pass-Through Rate, the Class K Pass-Through Rate,
the Class L Pass-Through Rate, the Class M Pass-Through Rate, the Class N
Pass-Through Rate, the Class P Pass-Through Rate, the Class NR Pass-Through
Rate, the Class X-1 Pass-Through Rate or the Class X-2 Pass-Through Rate.
"Paying Agent": LaSalle Bank National Association, a national
banking association organized under the laws of the United States, or any
successor appointed thereto pursuant to Section 5.07 or any successor Paying
Agent appointed hereunder.
"PCAOB": The Public Company Accounting Oversight Board.
"Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan) or Companion Loan (or successor REO Loan), any amounts actually
collected thereon (or, in the case of a Mortgage Loan or Companion Loan (or
successor REO Loan thereto) that is part of a Loan Pair, actually collected on
such Loan Pair and allocated and paid on such Mortgage Loan or Companion Loan
(or successor REO Loan) in accordance with the related Intercreditor Agreement)
that represent late payment charges or Default Interest, other than a Yield
Maintenance Charge, and other than any Excess Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest is equal to the Denomination of such Certificate divided by the
Original Certificate Balance or Original Notional Amount, as applicable, of such
Class of Certificates as of the Closing Date. With respect to a Class S
Certificate or a Residual Certificate, the percentage interest is set forth on
the face thereof.
"Performance Certification": As defined in Section 11.06.
"Permitted Investments": Any one or more of the following
obligations or securities (including obligations or securities of the Paying
Agent, if otherwise qualifying hereunder), regardless whether issued by the
Depositor, the Master Servicer, the Special Servicer, the Trustee or any of
their respective Affiliates and having the required ratings, if any, provided
for in this definition and which shall not be subject to liquidation prior to
maturity:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America,
Xxxxxx Xxx, Xxxxxxx Mac or any agency or instrumentality of the United
States of America, the obligations of which are backed by the full faith
and credit of the United States of America that mature in one (1) year or
less from the date of acquisition; provided that any obligation of, or
guarantee by, Xxxxxx Mae or Xxxxxxx Mac, other than an unsecured senior
debt obligation of Xxxxxx Mae or Xxxxxxx Mac, shall be a Permitted
Investment only if such investment would not result in the downgrading,
withdrawal or qualification of the then-current rating assigned by each
Rating Agency to any Certificate or CenterPoint I Companion Loan Security
as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or bankers'
acceptances that mature in one (1) year or less after the date of issuance
and are issued or held by any depository institution or trust company
(including the Trustee) incorporated or organized under the laws of the
United States of America or any State thereof and subject to supervision
and examination by federal or state banking authorities, so long as the
commercial paper or other short-term debt obligations of such depository
institution or trust company are rated in the highest rating categories of
each Rating Agency or such other rating as would not result in the
downgrading, withdrawal or qualification of the then current rating
assigned by each Rating Agency to any Class of Certificates (or, insofar
as there is then outstanding any class of CenterPoint I Companion Loan
Securities that is then rated by such Rating Agency, such class of
securities) as evidenced in writing;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been
entered into with a depository institution or trust company (acting as
principal) described in clause (ii) above;
(iv) debt obligations bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one (1) year or less from the
date of acquisition, which debt obligations are rated in the highest
rating categories of each Rating Agency or such other rating as would not
result in the downgrading, withdrawal or qualification of the then current
rating assigned by each Rating Agency to any Class of Certificates (or,
insofar as there is then outstanding any class of CenterPoint I Companion
Loan Securities that is then rated by such Rating Agency, such class of
securities) as evidenced in writing; provided, however, that securities
issued by any particular corporation will not be Permitted Investments to
the extent that investment therein will cause the then outstanding
principal amount of securities issued by such corporation and held in the
accounts established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all Permitted
Investments in such accounts;
(v) commercial paper (including both non interest bearing discount
obligations and interest bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof
payable on demand or on a specified date maturing in one (1) year or less
from the date of acquisition thereof and which is rated in the highest
rating category of each Rating Agency (or such lower rating as will not
result in qualification, downgrading or withdrawal of the ratings then
assigned by each Rating Agency to any Class of Certificates (or, insofar
as there is then outstanding any class of CenterPoint I Companion Loan
Securities that is then rated by such Rating Agency, such class of
securities) as evidenced in writing);
(vi) money market funds, rated in the highest rating categories of
each Rating Agency; and
(vii) any other demand, money market or time deposit, obligation,
security or investment, (a) with respect to which each Rating Agency shall
have confirmed in writing that such investment will not result in a
downgrade, qualification or withdrawal of the then current rating assigned
by such Rating Agency to any Class of Certificates (or, insofar as there
is then outstanding any class of CenterPoint I Companion Loan Securities
that is then rated by such Rating Agency, such class of securities) as
evidenced in writing and (b) which qualifies as a "cash flow investment"
pursuant to Section 860G(a)(6) of the Code;
provided, however, that in each case if the investment is rated by S&P, (a) it
shall have a predetermined fixed dollar of principal due at maturity that cannot
vary or change and (b) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and
provided further, however, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such
underlying obligations or (b) if such instrument may be redeemed at a price
below the purchase price; and provided, further, however, that no amount
beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not
yet deposited in the Trust) may be invested in investments (other than money
market funds) treated as equity interests for federal income tax purposes,
unless the Master Servicer receives an Opinion of Counsel, at its own expense,
to the effect that such investment will not adversely affect the status of the
Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of par.
"Permitted Transferee": Any Person who is a Qualified Institutional
Buyer.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Pheasant Run AB Mortgage Loan": That certain Mortgage Loan
identified on the Mortgage Loan Schedule as loan number 71.
"Pheasant Run Companion Loan": That certain loan evidenced by a
promissory B note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Pheasant Run AB Mortgage Loan.
"Pheasant Run Intercreditor Agreement": That certain Intercreditor
Agreement among noteholders, dated as of February 28, 2006, between CIBC Inc.,
as Note A Holder, and CBA Mezzanine Capital Finance, LLC, as Note B Holder. The
Pheasant Run Intercreditor Agreement relates to the Pheasant Run Mortgage Loan.
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount and market discount, if any,
and the amortization premium, if any, on the Certificates for federal income tax
purposes; provided it is assumed that each Mortgage Loan with an Anticipated
Repayment Date prepays on such date.
"Prepayment Interest Excess": For any Distribution Date and with
respect to any Mortgage Loan that was subject to a Principal Prepayment in full
or in part during the related Due Period, which Principal Prepayment was applied
to such Mortgage Loan after the related Due Date and prior to the following
Determination Date, the amount of interest (net of the related Servicing Fees
and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any prepayment premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee
Rate, on the amount of such prepayment from and after such Due Date and ending
on the date of such prepayment.
"Prepayment Interest Shortfall": For any Distribution Date and with
respect to any Mortgage Loan that was subject to a Principal Prepayment in full
or in part during the related Due Period, which Principal Prepayment was applied
to such Mortgage Loan after the related Determination Date (or, with respect to
each Mortgage Loan with a Due Date occurring after the related Determination
Date, the related Due Date) and prior to the following Due Date, the amount of
interest, to the extent not collected from the related Mortgagor (without regard
to any prepayment premium or Yield Maintenance Charge actually collected), that
would have accrued at a rate per annum equal to the sum of (x) the related Net
Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee Rate, on the amount
of such Principal Prepayment during the period commencing on the date as of
which such Principal Prepayment was applied to such Mortgage Loan and ending on
such Due Date.
"Primary Collateral": With respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and
excluding any Mortgaged Property as to which the related lien may only be
foreclosed upon by exercise of the cross-collateralization provisions of such
Crossed Loan.
"Primary Servicing Fee": The monthly fee payable by the Master
Servicer from the Servicing Fee to each Initial Sub-Servicer, which monthly fee
accrues at the rate per annum specified as such in the Sub-Servicing Agreement
with such Initial Sub-Servicer.
"Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of the New York City edition of The Wall Street Journal (or, if such
section or publication is no longer available, such other comparable publication
as determined by the Paying Agent 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 Paying Agent in its reasonable discretion)
as may be in effect from time to time.
"Principal Distribution Amount": With respect to any Distribution
Date and any Class of Regular Certificates, an amount equal to the sum of (a)
the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal
Distribution Amount for such Distribution Date and (c) the Unscheduled Principal
Distribution Amount for such Distribution Date; provided, that the Principal
Distribution Amount for any Distribution Date shall be reduced by the amount of
any reimbursements of (i) Nonrecoverable Advances plus interest on such
Nonrecoverable Advances that are paid or reimbursed from principal collections
on the Mortgage Loans in a period during which such principal collections would
have otherwise been included in the Principal Distribution Amount for such
Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid
or reimbursed from principal collections on the Mortgage 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 clause (i) and (ii) above, if any of the amounts that were
reimbursed from principal collections on the Mortgage Loans are subsequently
recovered on the related Mortgage Loan, such recovery will increase the
Principal Distribution Amount for the Distribution Date related to the period in
which such recovery occurs).
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the initial
Distribution Date with respect to the Mortgage Loans, the amount, if any, by
which (a) the related Principal Distribution Amount for the preceding
Distribution Date, exceeds (b) the aggregate amount distributed in respect of
principal on the Class A, 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
P and Class NR Certificates for such preceding Distribution Date pursuant to
Section 4.01(a) on such preceding Distribution Date. The Principal Shortfall for
the initial Distribution Date will be zero.
"Privileged Person": Each Rating Agency, any of the Holders of each
Class of Certificates, each Underwriter, the Initial Purchaser, each Mortgage
Loan Seller and certain financial market publishers (which initially shall be
Bloomberg, L.P., Xxxxx, LLC and Intex Solutions LLC), any Companion Holder, each
party to this Agreement, the Directing Certificateholder, any designee of the
Depositor and any other Person who shall have provided the Paying Agent with a
certificate, using the form attached hereto as Exhibit U, which form is
available from the Paying Agent, certifying that such Person is a
Certificateholder, a beneficial owner or a prospective purchaser of a
Certificate.
"Prospectus": The Prospectus dated February 17, 2006, as
supplemented by the Prospectus Supplement dated March 3, 2006, relating to the
offering of the Offered Certificates.
"Purchase Option": As defined in Section 3.18(a)(ii).
"Purchase Option Notice": As defined in Section 3.18 (a)(iii).
"Purchase Price": With respect to any Mortgage Loan (or REO Loan)
or, if applicable, Loan Pair to be purchased by a Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement, by the Majority
Controlling Class Certificateholder, the Special Servicer or the Master Servicer
pursuant to Section 3.18(b), by the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates
pursuant to Section 9.01 or to be otherwise sold pursuant to Section 3.18(d), a
price equal to:
(i) the outstanding principal balance of such Mortgage Loan (or
related REO Loan) as of the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Loan) at the related Mortgage Rate in effect from time to time
(exclusive of Excess Interest) to but not including the Due Date
immediately preceding the Determination Date for the related Distribution
Date in which such Purchase Price is included in the Available
Distribution Amount; plus
(iii) all related Servicing Advances that are unreimbursed out of
collections from the Mortgage Loan and accrued and unpaid interest on
related Advances at the Reimbursement Rate, and any Special Servicing Fees
whether paid or then owing allocable to such Mortgage Loan and all
additional Trust Fund expenses in respect of such Mortgage Loan; plus
(iv) if such Mortgage Loan (or REO Loan) is being purchased by a
Mortgage Loan Seller pursuant to Section 3 of the applicable Mortgage Loan
Purchase Agreement, to the extent not otherwise included pursuant to
clause (iii), 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 limitation,
all legal fees and expenses and any expenses of the Trust Fund relating to
such Mortgage Loan (or REO Loan); plus
(v) Liquidation Fees payable with respect to such Mortgage Loan.
With respect to any REO Property to be sold pursuant to Section 3.18(c),
"Purchase Price" shall mean the amount calculated in accordance with the
preceding sentence in respect of the related REO Loan. With respect to any REO
Property to be purchased or sold pursuant to Section 3.18(b) that relates to a
Loan Pair, the term "REO Loan" shall mean the REO Loan with respect to both the
related Mortgage Loan and the related Companion Loans.
"Qualified Bidder": As defined in Section 7.01(c).
"Qualified Institutional Buyer": A "qualified institutional buyer"
as defined in Rule 144A under the Act.
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with a
minimum claims paying ability rating of at least "A-" by S&P, "A3" by Xxxxx'x
and "A-" by Fitch and (ii) with respect to the fidelity bond and errors and
omissions Insurance Policy required to be maintained pursuant to Section
3.07(c), except as set forth in Section 3.07(c), an insurance company that has a
claims paying ability (or the obligations which are guaranteed or backed by a
company having such claims paying ability) rated no lower than two ratings below
the rating assigned to the then highest rated outstanding Certificate, but in no
event lower than "A-" by S&P, "A3" by Xxxxx'x and "A- " by Fitch (or, if not
rated by one of such Rating Agencies, then at least "A" by two other nationally
recognized statistical rating organizations (which may include the other Rating
Agencies)) or, in the case of clauses (i) and (ii), such other rating as each
Rating Agency shall have confirmed in writing will not cause such Rating Agency
to downgrade, qualify or withdraw the then current rating assigned by such
Rating Agency to any Class of Certificates (or, insofar as there is then
outstanding any class of CenterPoint I Companion Loan Securities that is then
rated by such Rating Agency, such class of securities) as evidenced in writing.
"Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
and grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage Loan (for example, on the
basis of a 360-day year consisting of twelve 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than two years
less than, the remaining term to stated maturity of the deleted Mortgage Loan;
(vi) have a then current loan-to-value ratio not higher than that of the deleted
Mortgage Loan as of the Closing Date and a current loan-to-value ratio not
higher than the then current loan-to-value ratio of the deleted Mortgage Loan,
in each case using the "value" as determined using an MAI appraisal; (vii)
comply (except in a manner that would not be adverse to the interests of the
Certificateholders) 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 which will be delivered as a part of the related Mortgage File;
(ix) have a then current debt service coverage ratio of not less than the
original debt service coverage ratio of the deleted Mortgage Loan as of the
Closing Date and a current debt service coverage ratio of not less than the
current debt service coverage ratio of the deleted Mortgage Loan; (x) constitute
a "qualified replacement mortgage" within the meaning of Section 860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the applicable
Mortgage Loan Seller's expense); (xi) not have a maturity date or an
amortization schedule after the date two years prior to the Rated Final
Distribution Date; (xii) have comparable prepayment restrictions; (xiii) not be
substituted for a deleted Mortgage Loan unless the Trustee has received prior
confirmation in writing by each Rating Agency that such substitution will not
result in the withdrawal, downgrade, or qualification of the rating assigned by
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); (xiv) have been approved by the Directing
Certificateholder; (xv) prohibit defeasance within two years of the Closing
Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in
the termination of the REMIC status of either of the REMICs established under
this Agreement or the imposition of tax on either of such REMICs other than a
tax on income expressly permitted or contemplated to be imposed by the terms of
this Agreement, as determined by an Opinion of Counsel; (xvii) have an
engineering report with respect to the related Mortgaged Property that will be
delivered as a part of the related Servicing File and (xviii) be current in the
payment of all scheduled payments of principal and interest then due. In the
event that more than one mortgage loan is substituted for a deleted Mortgage
Loan, then the amounts described in clause (i) shall be determined on the basis
of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in (i) through (xvi) 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 (net of the Servicing Fee Rate and the Trustee Fee Rate) shall be lower
than the highest fixed Pass-Through Rate (and not subject to a cap equal to the
Weighted Average Net Mortgage Rate) of any class of Regular Certificates having
a principal balance then outstanding. When a Qualified Substitute Mortgage Loan
is substituted for a deleted Mortgage Loan, (i) 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 and the
Directing Certificateholders and (ii) such Qualified Substitute Mortgage Loan
shall become part of the same Loan Group as the deleted Mortgage Loan.
"Rated Final Distribution Date": As to each Class of Certificates,
December 12, 2044.
"Rating Agency": Each of Xxxxx'x and S&P or their successors in
interest, and any rating agencies rating the CenterPoint I Companion Loan
Securities. If none of such rating agencies nor any successor thereof remains in
existence, "Rating Agency" shall be deemed to refer to such nationally
recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Trustee, the
Paying Agent, the Special Servicer and the Master Servicer, and specific ratings
of Xxxxx'x and S&P herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, 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 P, Class NR, Class X-1 and Class X-2
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, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.
"Regulation D": Regulation D under the Act.
"Regulation S": Regulation S under the Act.
"Regulation S Book-Entry Certificates": The Regular Certificates
sold in offshore transactions in reliance on Regulation S and represented by one
or more Book-Entry Certificates deposited with the Paying Agent as custodian for
the Depository.
"Regulation S Investor": With respect to a transferee of a
Regulation S Book-Entry Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.
"Regulation S Transfer Certificate": A certificate substantially in
the form of Exhibit I-1 or Exhibit I-2 hereto, as applicable.
"Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the Prime Rate.
"Related Certificates," "Related Uncertificated Lower-Tier
Interests" and "Related Components of Class X Certificates": For each of the
following Classes of Certificates, the related Class of Uncertificated
Lower-Tier Interests and the related Components of Class X Certificates; for the
following Components of the Class X Certificates, the related Class of
Uncertificated Lower-Tier Interests and the related Class of Certificates set
forth below; and for the following Classes of Uncertificated Lower-Tier
Interests, the related Components of the Class X Certificates and the related
Class of Certificates set forth below:
Related Uncertificated Related Components of
Related Certificate Lower-Tier Interest Class X Certificates
------------------- ----------------------- ---------------------
Class A-1 Certificate Class LA-1-1 Uncertificated Interest XA-1-1
Class LA-1-2 Uncertificated Interest XA-1-2
Class LA-1-3 Uncertificated Interest XA-1-3
Class LA-1-4 Uncertificated Interest XA-1-4
Class A-1A Certificate Class LA-1A-1 Uncertificated Interest XA-1A-1
Class LA-1A-2 Uncertificated Interest XA-1A-2
Class LA-1A-3 Uncertificated Interest XA-1A-3
Class LA-1A-4 Uncertificated Interest XA-1A-4
Class LA-1A-5 Uncertificated Interest XA-1A-5
Class LA-1A-6 Uncertificated Interest XA-1A-6
Class LA-1A-7 Uncertificated Interest XA-1A-7
Class LA-1A-8 Uncertificated Interest XA-1A-8
Class LA-1A-9 Uncertificated Interest XA-1A-9
Class LA-1A-10 Uncertificated Interest XA-1A-10
Class LA-1A-11 Uncertificated Interest XA-1A-11
Class LA-1A-12 Uncertificated Interest XA-1A-12
Class LA-1A-13 Uncertificated Interest XA-1A-13
Class LA-1A-14 Uncertificated Interest XA-1A-14
Class LA-1A-15 Uncertificated Interest XA-1A-15
Class A-2 Certificate Class LA-2-1 Uncertificated Interest XA-2-1
Class LA-2-2 Uncertificated Interest XA-2-2
Class LA-2-3 Uncertificated Interest XA-2-3
Class A-3A Certificate Class LA-3A Uncertificated Interest XA-3A
Class A-3 Certificate Class LA-3B-1 Uncertificated Interest XA-3B-1
Class LA-3B-2 Uncertificated Interest XA-3B-2
Class LA-3B-3 Uncertificated Interest XA-3B-3
Class LA-3B-4 Uncertificated Interest XA-3B-4
Class A-4 Certificate Class LA-4-1 Uncertificated Interest XA-4-1
Class LA-4-2 Uncertificated Interest XA-4-2
Class LA-4-3 Uncertificated Interest XA-4-3
Class LA-4-4 Uncertificated Interest XA-4-4
Class LA-4-5 Uncertificated Interest XA-4-5
Class LA-4-6 Uncertificated Interest XA-4-6
Class LA-4-7 Uncertificated Interest XA-4-7
Class A-SB Certificate Class LA-SB-1 Uncertificated Interest XA-SB-1
Class LA-SB-2 Uncertificated Interest XA-SB-2
Class LA-SB-3 Uncertificated Interest XA-SB-3
Class LA-SB-4 Uncertificated Interest XA-SB-4
Class LA-SB-5 Uncertificated Interest XA-SB-5
Class LA-SB-6 Uncertificated Interest XA-SB-6
Class LA-SB-7 Uncertificated Interest XA-SB-7
Class A-M Certificate Class LA-M Uncertificated Interest XA-M
Class A-J Certificate Class LA-J Uncertificated Interest XA-J
Class B Certificate Class LB Uncertificated Interest XB
Class C Certificate Class LC Uncertificated Interest XC
Class D Certificate Class LD-1 Uncertificated Interest XD-1
Class LD-2 Uncertificated Interest XD-2
Class LD-3 Uncertificated Interest XD-3
Class LD-4 Uncertificated Interest XD-4
Class E Certificate Class LE-1 Uncertificated Interest XE-1
Class LE-2 Uncertificated Interest XE-2
Class F Certificate Class LF-1 Uncertificated Interest XF-1
Class LF-2 Uncertificated Interest XF-2
Class LF-3 Uncertificated Interest XF-3
Class G Certificate Class LG-1 Uncertificated Interest XG-1
Class LG-2 Uncertificated Interest XG-2
Class H Certificate Class LH-1 Uncertificated Interest XH-1
Class LH-2 Uncertificated Interest XH-2
Class LH-3 Uncertificated Interest XH-3
Class J Certificate Class LJ-1 Uncertificated Interest XJ-1
Class LJ-2 Uncertificated Interest XJ-2
Class K Certificate Class LK Uncertificated Interest XK
Class L Certificate Class LL Uncertificated Interest XL
Class M Certificate Class LM Uncertificated Interest XM
Class N Certificate Class LN Uncertificated Interest XN
Class P Certificate Class LP Uncertificated Interest XP
Class NR Certificate Class LNR Uncertificated Interest XNR
"Relevant Servicing Criteria" means the Servicing Criteria
applicable to a specific party, as set forth on Exhibit X attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Trustee, the Paying Agent, the Master Servicer or the Special
Servicer, the term "Relevant Servicing Criteria" may refer to a portion of the
Relevant Servicing Criteria applicable to the Master Servicer, the Special
Servicer, the Trustee and/or the Paying Agent.
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).
"REMIC Administrator": The Paying Agent or any REMIC administrator
appointed pursuant to Section 10.04.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
promulgated thereunder, as the foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Midland
Loan Services, Inc., or the applicable successor Special Servicer, as Special
Servicer, for the benefit of LaSalle Bank National Association, as trustee, in
trust for registered Holders of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities
Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, REO Account." Any such account or accounts shall be an Eligible
Account.
"REO Acquisition": The acquisition for federal income tax purposes
of any REO Property pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18.
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan or Companion Loan deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Loan shall
be deemed to be outstanding for so long as the related REO Property remains part
of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date
therefor, and otherwise has the same terms and conditions as its predecessor
Mortgage Loan or Companion Loan, including, without limitation, with respect to
the calculation of the Mortgage Rate in effect from time to time (such terms and
conditions to be applied without regard to the default on such predecessor
Mortgage Loan or Companion Loan). Each REO Loan shall be deemed to have an
initial outstanding principal balance and Stated Principal Balance equal to the
outstanding principal balance and Stated Principal Balance, respectively, of its
predecessor Mortgage Loan or Companion Loan as of the date of the related REO
Acquisition. All amounts due and owing in respect of the predecessor Mortgage
Loan or Companion Loan as of the date of the related REO Acquisition, including,
without limitation, accrued and unpaid interest, shall continue to be due and
owing in respect of a REO Loan. All amounts payable or reimbursable to the
Master Servicer, the Special Servicer or the Trustee, as applicable, in respect
of the predecessor Mortgage Loan or Companion Loan as of the date of the related
REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees and any unreimbursed Advances, additional Trust Fund
expenses, together with any interest accrued and payable to the Master Servicer
or the Trustee, as applicable, in respect of such Advances in accordance with
Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable
to the Master Servicer or the Trustee, as applicable, in respect of an REO Loan.
In addition, Unliquidated Advances and Nonrecoverable Advances with respect to
such REO Loan, in each case, that were paid from collections on the Mortgage
Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of "Principal
Distribution Amount", "Loan Group 1 Principal Distribution Amount" or "Loan
Group 2 Principal Distribution Amount" shall be deemed outstanding until
recovered. Collections in respect of each REO Loan (exclusive of the amounts to
be applied to the payment of, or to be reimbursed to the Master Servicer or the
Special Servicer for the payment of unreimbursed Advances and interest thereon
and the costs of operating, managing, selling, leasing and maintaining the
related REO Property) shall be treated: first, as a recovery of accrued and
unpaid interest on such REO Loan at the related Mortgage Rate in effect from
time to time to, but not including, the Due Date in the Due Period of receipt
(exclusive of any portion that constitutes Excess Interest); second, as a
recovery of Unliquidated Advances with respect to such REO Loan; third, as a
recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance; fourth, as a recovery of Nonrecoverable Advances with respect
to such REO Loan; and fifth, in accordance with the Servicing Standards with
respect to the Master Servicer, as a recovery of any other amounts due and owing
in respect of such REO Loan, including, without limitation, (i) Penalty Charges,
(ii) Yield Maintenance Charges and (iii) Excess Interest and other amounts, in
that order; provided, that if the Houston Galleria Mortgage Loan and Houston
Galleria Companion Notes comprising the Houston Galleria Whole Loan become REO
Loans, the treatment of the foregoing amounts with respect to the Houston
Galleria Whole Loan shall be subject to the terms of the Houston Galleria
Intercreditor Agreement and the Houston Galleria Pooling Agreement and provided,
further that if the CenterPoint I Mortgage Loan and CenterPoint I Companion
Notes comprising the CenterPoint I Whole Loan become REO Loans, the treatment of
the foregoing amounts with respect to the CenterPoint I Whole Loan shall be
subject to the terms of the CenterPoint I Intercreditor Agreement and this
Agreement.
"REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for
the benefit of the Certificateholders (and the related Companion Holder, subject
to the related Intercreditor Agreement with respect to a Mortgaged Property
securing a Loan Pair) and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) (and also including, if applicable, the Trust Fund's
beneficial interest in the Houston Galleria Mortgaged Property acquired by the
Houston Galleria Special Servicer on behalf of, and in the name of, the Houston
Galleria Trustee or a nominee thereof for the benefit of the certificateholders
under the Houston Galleria Trust) through foreclosure, acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Mortgage Loan. References
herein to the Special Servicer acquiring, maintaining, managing, inspecting,
insuring, selling or reporting or to Appraisal Reductions and Final Recovery
Determinations with respect to an "REO Property", shall not include the Trust
Fund's beneficial interest in the Houston Galleria Mortgaged Property.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
"Reportable Event": As defined in Section 11.07.
"Reporting Servicer": The Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or any Servicing Function Participant engaged by such
parties as the case may be.
"Request for Release": A release signed by a Servicing Officer of
the Master Servicer or the Special Servicer, as applicable, in the form of
Exhibit E attached hereto.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Responsible Officer": When used with respect to each of the initial
Trustee or the Paying Agent, any Vice President, Assistant Vice-President,
Assistant Secretary or corporate trust officer in the corporate trust department
of the Trustee and Paying Agent, and with respect to any successor Trustee or
the Paying Agent, any officer or assistant officer in the corporate trust
department of the successor Trustee or the Paying Agent or any other officer of
the successor Trustee or the Paying Agent customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee or the Paying Agent because of such
officer's knowledge of and familiarity with the particular subject.
"Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which Certificates are first
offered to Persons other than the Initial Purchasers and any other distributor
(as such term is defined in Regulation S) of the Certificates and (b) the
Closing Date.
"Retained Fee Rate": A rate of 0.005% per annum.
"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 Book-Entry Certificate": With respect to any Class of
Certificates offered and sold in reliance on Rule 144A, a single, permanent
Book-Entry Certificate, in definitive, fully registered form without interest
coupons.
"S&P": Standard & Poor's Ratings Services, a division of The McGraw
Hill Companies, Inc., and its successors in interest. If neither S&P nor any
successor remains in existence, "S&P" shall be deemed to refer to such other
nationally recognized statistical rating agency or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
Trustee, the Paying Agent, the Master Servicer and the Special Servicer and
specific ratings of S&P herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.
"Xxxxxxxx-Xxxxx Act" means the Xxxxxxxx-Xxxxx Act of 2002 and the
rules and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).
"Xxxxxxxx-Xxxxx Certification": As defined in Section 11.05(a).
"Scheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of (a) all Monthly Payments (excluding Balloon Payments and Excess
Interest) due in respect of such Mortgage Loans during or, if and to the extent
not previously received or advanced pursuant to Section 4.03 in respect of a
preceding Distribution Date, prior to, the related Due Period, and all Assumed
Scheduled Payments for the related Due Period, in each case to the extent either
(i) paid by the Mortgagor as of the Determination Date (or, with respect to each
Mortgage Loan with a Due Date occurring or a grace period ending after the
related Determination Date, the related Due Date or last day of such grace
period, as applicable) (and not previously distributed to Certificateholders) or
(ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to
Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments
to the extent received on or prior to the related Determination Date (or, with
respect to each Mortgage Loan with a Due Date occurring or a grace period ending
after the related Determination Date, the related Due Date or last day of such
grace period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related P&I Advance Date), and to the extent not
included in clause (a) above.
"Securities Act": The Securities Act of 1933, as it may be amended
from time to time.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Master Servicer or the Trustee, as
applicable, in connection with the servicing and administering of (a) a Mortgage
Loan (and in the case of an AB Mortgage Loan, the related Companion Loan and in
the case of the CenterPoint I Mortgage Loan, the CenterPoint I Companion Note)
(other than the Houston Galleria Mortgage Loan) in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default
is reasonably foreseeable or (b) an REO Property, including (in the case of each
of such clause (a) and clause (b)), but not limited to, (x) the cost of (i)
compliance with the Master Servicer's obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property, (iii)
obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of
the nature described in clauses (i)-(iv) of the definition of "Liquidation
Proceeds," (iv) any enforcement or judicial proceedings with respect to a
Mortgaged Property, including foreclosures and (v) the operation, leasing,
management, maintenance and liquidation of any REO Property and (y) any amount
specifically designated herein to be paid as a "Servicing Advance".
Notwithstanding anything to the contrary, "Servicing Advances" shall not include
allocable overhead of the Master Servicer, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO
Property.
"Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time and which as
of the Closing Date are listed on Exhibit X hereto.
"Servicing Fee": With respect to each Mortgage Loan, Companion Loan
and REO Loan, the fee payable to the Master Servicer pursuant to the first
paragraph of Section 3.11(a).
"Servicing Fee Amount": With respect to the Master Servicer and any
date of determination, the aggregate of the products obtained by multiplying,
for each Mortgage Loan, (a) the Stated Principal Balance of such Mortgage Loan
as of the end of the immediately preceding Due Period and (b) the difference
between the Servicing Fee Rate for such Mortgage Loan over the servicing fee
rate (if any) applicable to such Mortgage Loan as specified in any Sub-Servicing
Agreement related to such Mortgage Loan. With respect to each Sub-Servicer and
any date of determination, the aggregate of the products obtained by
multiplying, for each Mortgage Loan serviced by such Sub-Servicer, (a) the
Stated Principal Balance of such Mortgage Loan as of the end of the immediately
preceding Due Period and (b) the servicing fee rate specified in the related
Sub-Servicing Agreement for such Mortgage Loan.
"Servicing Fee Rate": With respect to each Mortgage Loan and REO
Loan, (and with respect to the Houston Galleria Mortgage Loan, solely for
purposes of calculating the Administrative Cost Rate under this Agreement and
not for calculating the Servicing Fee), a rate equal to the per annum rate set
forth on the Mortgage Loan Schedule under the heading "Servicing Fee Rate," in
each case computed on the basis of the Stated Principal Balance of the related
Mortgage Loan. With respect to each Companion Loan, the rate payable to the
Master Servicer with respect to the related Mortgage Loan to the extent not
inconsistent with the related Intercreditor Agreement. Other than for purposes
of calculating the Administrative Cost Rate under this Agreement, the "Servicing
Fee Rate" (to be used to calculate the Servicing Fee payable to the Master
Servicer hereunder) with respect to the Houston Galleria Mortgage Loan is 0.01%
per annum (and the Houston Galleria Master Servicer will be entitled to a
primary servicing fee with respect to the Houston Galleria Mortgage Loan based
on a rate of 0.01% per annum).
"Servicing File": Shall mean a photocopy of all items required to be
included in the Mortgage File, together with each of the following, to the
extent such items were actually delivered to the related Mortgage Loan Seller
with respect to a Mortgage Loan and (to the extent that the identified documents
existed on or before the Closing Date and the applicable reference to Servicing
File relates to any period after the Closing Date) delivered by the related
Mortgage Loan Seller to the Master Servicer: (i) a copy of any engineering
reports, environmental reports or property condition reports; (ii) other than
with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office,
retail, industrial or warehouse property, a copy of all leases and estoppels and
subordination and non-disturbance agreements delivered to the Mortgage Loan
Seller; (iii) copies of related financial statements or operating statements;
(iv) all legal opinions (excluding attorney-client communications between any
Mortgage Loan Seller and its counsel that are privileged communications or
constitute legal or other due diligence analyses), Mortgagor's Certificates and
certificates of hazard insurance and/or hazard insurance policies or other
applicable insurance policies, if any, delivered in connection with the closing
of the Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged
Property(ies); (vi) the documents that were delivered by or on behalf of the
Mortgagor, which documents were required to be delivered in connection with the
closing of such Mortgage Loan; and (vii) for any Mortgage Loan that the related
Mortgaged Property is leased to a single tenant, a copy of the lease.
"Servicing Function Participant" Any Person, other than the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent that is
performing activities that address the Servicing Criteria, unless such Person's
activities relate only to 5% or less of the Mortgage Loans.
"Servicing Officer": Any officer and/or employee of the Master
Servicer, the Special Servicer or any Additional Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans, (and in
the case of an AB Mortgage Loan, the related Companion Loan and in the case of
the CenterPoint I Mortgage Loan, the CenterPoint I Companion Note) whose name
and specimen signature appear on a list of servicing officers furnished by the
Master Servicer, the Special Servicer and any Additional Servicer to the Paying
Agent, the Trustee and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.
"Servicing-Released Bid": As defined in Section 7.01(c).
"Servicing-Retained Bid": As defined in Section 7.01(c).
"Servicing Standards": With respect to the Master Servicer, the
Master Servicer Servicing Standard and with respect to the Special Servicer, the
Special Servicer Servicing Standard.
"Servicing Transfer Event": With respect to any Mortgage Loan
(except for the Houston Galleria Mortgage Loan) or Companion Loan, the
occurrence of any of the following events:
(i) with respect to a Mortgage Loan or Companion Loan that is not a
Balloon Mortgage Loan, (a) a payment default shall have occurred at its
original Maturity Date, or (b) if the original Maturity Date of such
Mortgage Loan or Companion Loan has been extended, a payment default shall
have occurred at such extended Maturity Date; or
(ii) with respect to each Mortgage Loan or Companion Loan that is a
Balloon Mortgage Loan, the Balloon Payment is delinquent; provided that if
the Mortgagor delivers a refinancing commitment acceptable to the Special
Servicer prior to the date such Balloon Payment was due, a Servicing
Transfer Event will not occur until the earlier of (x) 60 days following
the due date of the Balloon Payment and (y) the date on which the
refinancing commitment terminates; or
(iii) any Monthly Payment (other than a Balloon Payment) is more
than 60 days delinquent; or
(iv) the Master Servicer makes a judgment, or receives from the
Special Servicer a written determination of the Special Servicer concurred
in by the Directing Certificateholder that a payment default is imminent
and is not likely to be cured by the related Mortgagor within 60 days; or
(v) 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,
is entered against the related Mortgagor; provided, that if such decree or
order is discharged or stayed within 60 days of being entered, or if, as
to a bankruptcy, the automatic stay is lifted within 60 days of a filing
for relief or the case is dismissed, upon such discharge, stay, lifting or
dismissal such Mortgage Loan or Companion Loan shall no longer be a
Specially Serviced Mortgage Loan (and no Special Servicing Fees, Workout
Fees or Liquidation Fees will be payable with respect thereto and any such
fees actually paid shall be reimbursed by the Special Servicer); or
(vi) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all
of its property; or
(vii) the related Mortgagor shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(viii) a default of which the Master Servicer or the Special
Servicer, as applicable, has notice (other than a failure by such
Mortgagor to pay principal or interest) and which the Master Servicer or
Special Servicer (in the case of the Special Servicer, with Directing
Certificateholder consent) determines in its good faith reasonable
judgment may materially and adversely affect the interests of the
Certificateholders or the holders of the related Companion Loan, if
applicable, has occurred and remained unremedied for the applicable grace
period specified in such Mortgage Loan or Companion Loan documents, other
than the failure to maintain terrorism insurance if such failure
constitutes an Acceptable Insurance Default (or if no grace period is
specified for those defaults which are capable of cure, 60 days); or
(ix) the Master Servicer has received notice of the foreclosure or
proposed foreclosure of any lien on the related Mortgaged Property; or
(x) the Master Servicer or Special Servicer (in the case of the
Special Servicer, with the consent of the Directing Certificateholder)
determines that (i) a default (other than as described in clause (iv)
above) under the Mortgage Loan or Companion Loan is imminent, (ii) such
default will materially impair the value of the corresponding Mortgaged
Property as security for the Mortgage Loan and Companion Loan (if any) or
otherwise materially adversely affect the interests of Certificateholders
(and/or, with respect to the CenterPoint I Whole Loan, the CenterPoint I
Companion Noteholder with respect to each AB Mortgage Loan, the related
Companion Holder), and (iii) the default will continue unremedied for the
applicable cure period under the terms of the Mortgage Loan or Companion
Loan or, if no cure period is specified and the default is capable of
being cured, for 30 days (provided that such 30-day grace period does not
apply to a default that gives rise to immediate acceleration without
application of a grace period under the terms of the Mortgage Loan or
Companion Loan); provided that any determination that a Servicing Transfer
Event has occurred under this clause (x) with respect to any Mortgage Loan
or Companion Loan solely by reason of the failure (or imminent failure) of
the related Mortgagor to maintain or cause to be maintained insurance
coverage against damages or losses arising from acts of terrorism may only
be made by the Special Servicer (with the consent of the Directing
Certificateholder).
If any Companion Loan becomes a Specially Serviced Mortgage Loan,
the related AB Mortgage Loan shall also become a Specially Serviced Mortgage
Loan. If any AB Mortgage Loan becomes a Specially Serviced Mortgage Loan, the
related Companion Loan shall become a Specially Serviced Mortgage Loan. If the
CenterPoint I Companion Note becomes a Specially Serviced Mortgage Loan, the
CenterPoint I Mortgage Loan shall also become a Specially Serviced Mortgage
Loan. If the CenterPoint I Mortgage Loan becomes a Specially Serviced Mortgage
Loan, the CenterPoint I Companion Note shall become a Specially Serviced
Mortgage Loan. If any Mortgage Loan in a Crossed Group becomes a Specially
Serviced Mortgage Loan, each other Mortgage Loan in such Crossed Group shall
also become a Specially Serviced Mortgage Loan.
With respect to the Houston Galleria Mortgage Loan, the occurrence
of a "Servicing Transfer Event" shall be as defined in the Houston Galleria
Pooling Agreement.
"Similar Law": As defined in Section 5.02(c).
"Sole Certificateholder": Any Certificate Owner of a book-entry
Certificate or a Holder of a definitive Certificate holding 100% of the Class
X-1, Class X-2, Class A-3A, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P and Class NR Certificates or, with respect
to such Classes of Certificates an assignment of the voting rights thereof;
provided, however, that the Certificate Balances of the Class A-1, Class A-2,
Class X-0X, Xxxxx X-0, Class A-1A, Class A-M, Class A-J, Class B, Class C and
Class D Certificates have been retired.
"Special Servicer": Midland Loan Services, Inc., a Delaware
corporation, and its successors in interest and assigns, or any successor
Special Servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan (other than in the case of the Houston Galleria
Mortgage Loan), the fee payable to the Special Servicer pursuant to the first
paragraph of Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan (other than in the case of the Houston
Galleria Mortgage Loan), 0.25% per annum for Mortgage Loans having an
outstanding principal balance of less than $20,000,000 and 0.15% per annum for
Mortgage Loans having an outstanding principal balance of greater than or equal
to $20,000,000 computed on the basis of the Stated Principal Balance of the
related Mortgage Loan (including any REO Loan) or Companion Loan (if provided
for in the related Intercreditor Agreement) in the same manner as interest is
calculated on the Specially Serviced Mortgage Loans.
"Specially Serviced Mortgage Loan": As defined in Section 3.01(a).
"Startup Day": The day designated as such in Section 10.01(b).
"Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage
Loan, the unpaid principal balance of such Mortgage Loan after application of
all scheduled payments of principal and interest due during or prior to the
month of substitution, whether or not received), plus (y) any Mortgage Deferred
Interest added to the principal balance of such Mortgage Loan on or before the
end of the immediately preceding Due Period minus (z) the sum of:
(i) the principal portion of each Monthly Payment due on such
Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of
substitution), to the extent received from the Mortgagor or advanced by
the Master Servicer;
(ii) all Principal Prepayments received with respect to such
Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, the Due Date in the related month of
substitution);
(iii) the principal portion of all Insurance and Condemnation
Proceeds (to the extent allocable to principal on the related Mortgage
Loan) and Liquidation Proceeds received with respect to such Mortgage Loan
after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, the Due Date in the related month of substitution); and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred prior to
the end of the Due Period for the most recent Distribution Date.
With respect to any REO Loan that is a successor to a Mortgage Loan,
as of any date of determination, an amount equal to (x) the Stated Principal
Balance of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, minus (y) the sum of:
(i) the principal portion of any P&I Advance made with respect to
such REO Loan; and
(ii) the principal portion of all Insurance and Condemnation
Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such
REO Loan.
A Mortgage Loan or a REO Loan that is a successor to a Mortgage Loan
shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other
proceeds, if any, received in connection with a Liquidation Event in respect
thereof are to be (or, if no such payments or other proceeds are received in
connection with such Liquidation Event, would have been) distributed to
Certificateholders.
With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan as of such date.
"Statement to Certificateholders": As defined in Section 4.02(a).
"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, the Special Servicer, an Additional Servicer or a Sub-Servicer.
"Sub-Servicer": Any Person that services Mortgage Loans on behalf of
the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Master Servicer, the Special Servicer or an
Additional Servicer under this Agreement, with respect to some or all of the
Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.
"Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in
Section 3.22.
"Subordinate Certificate": Any 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 P or Class NR Certificate.
"Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loan after application of all scheduled payments of
principal and interest due during or prior to the month of substitution. In the
event that one or more Qualified Substitute Mortgage Loans are substituted (at
the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage
Loans, the Substitution Shortfall Amount shall be determined as provided in the
preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan or Mortgage Loans being replaced and the aggregate Stated Principal
Balances of the related Qualified Substitute Mortgage Loans.
"Successful Bidder": As defined in Section 7.01(c).
"Tax Returns": The federal income tax returns on Internal Revenue
Service 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 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
applicable federal income tax returns to be filed on behalf of the Grantor
Trust, together with any and all other information, reports or returns that may
be required to be furnished to the Certificateholders or filed with the Internal
Revenue Service or any other governmental taxing authority under any applicable
provisions of federal tax law or Applicable State and Local Tax Law.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit": As defined in Section 5.02(d).
"Transferable Servicing Interest": Subject to reduction by the
Trustee pursuant to Section 3.11(a), the amount by which the Servicing Fee
otherwise payable to the Master Servicer hereunder exceeds the sum of (i) the
Primary Servicing Fee and (ii) the amount of the Servicing Fee calculated using
the Retained Fee Rate.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Transferor Letter": As defined in Section 5.02(d).
"Trust": The trust created hereby and to be administered hereunder.
"Trust Fund": The corpus of the trust created hereby and to be
administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto (subject to, in the case of the CenterPoint I Whole Loan, the interests
of the CenterPoint I Companion Noteholders in the related Mortgage File); (ii)
all scheduled or unscheduled payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date (or after the date of substitution
with respect to a Qualified Substitute Mortgage Loan); (iii) any REO Property
(to the extent of the Trust Fund's interest therein) or the Trust Fund's
beneficial interest in the Mortgaged Property securing the Houston Galleria
Whole Loan acquired under the Houston Galleria Pooling Agreement; (iv) all
revenues received in respect of any REO Property (to the extent of the Trust
Fund's interest therein); (v) the Master Servicer's, the Special Servicer's and
the Trustee's rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust Fund's interest therein); (vi) any
Assignments of Leases and any security agreements (to the extent of the Trust
Fund's interest therein); (vii) any letters of credit, indemnities, guaranties
or lease enhancement policies given as additional security for any Mortgage
Loans (to the extent of the Trust Fund's interest therein); (viii) all assets
deposited in the Servicing Accounts (to the extent of the Trust Fund's interest
therein), amounts on deposit in the Certificate Account, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve
Account and any REO Account (to the extent of the Trust Fund's interest in such
REO Account), including any reinvestment income, as applicable; (ix) any
Environmental Indemnity Agreements (to the extent of the Trust Fund's interest
therein); (x) the rights and remedies of the Depositor under each Mortgage Loan
Purchase Agreement and the Houston Galleria Loan Sale Agreement (to the extent
transferred to the Trustee); (xi) the Uncertificated Lower-Tier Interests; and
(xii) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any
Reserve Accounts, to the extent such interest belongs to the related Mortgagor).
"Trustee": LaSalle Bank National Association, a national banking
association, in its capacity as trustee and its successors in interest, or any
successor Trustee appointed as herein provided.
"Trustee Exception Report": As defined in Section 2.02(b).
"Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement. The Trustee Fee includes the
Paying Agent Fee. No portion of the Trustee Fee shall be calculated by reference
to any Companion Loan or the principal balance of any Companion Loan.
"Trustee Fee Rate": A rate equal to 0.0007% per annum computed on
the basis of the Stated Principal Balance of the related Mortgage Loan (and in
the same manner as interest is calculated on the related Mortgage Loan) as of
the preceding Distribution Date. The Trustee Fee Rate includes the Paying Agent
Fee Rate.
"Trustee's Direction": As defined in Section 7.01(a).
"Tulane Park Apartments AB Mortgage Loan": That certain Mortgage
Loan identified on the Mortgage Loan Schedule as loan number 60.
"Tulane Park Apartments Companion Loan": That certain loan evidenced
by a promissory B note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Tulane Park Apartments Mortgage Loan.
"Tulane Park Apartments Intercreditor Agreement": That certain
Intercreditor Agreement among noteholders, dated as of January 3, 2006, between
JPMorgan Chase Bank, N.A., as Note A Holder, and CBA Mezzanine Capital Finance,
LLC, as Note B Holder. The Tulane Park Apartments Intercreditor Agreement
relates to the Tulane Park Apartments Mortgage Loan.
"UCC": The Uniform Commercial Code, as enacted in each applicable
state.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.
"Uncertificated Lower-Tier Interests": Any of the Class LA-1-1,
Class LA-1-2, Class LA-1-3, Class LA-1-4, Class LA-1A-1, Class LA-1A-2, Class
LA-1A-3, Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class
LA-1A-8, Class LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class
LA-1A-13, Class LA-1A-14, Class LA-1A-15, Class LA-2-1, Class LA-2-2, Class
XX-0-0, Xxxxx XX-0X, Xxxxx XX-0X-0, Class LA-3B-2, Class LA-3B-3, Class LA-3B-4,
Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4, Class LA-4-5, Class
LA-4-6, Class LA-4-7, Class LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class
LA-SB-4, Class LA-SB-5, Class LA-SB-6, Class LA-SB-7, Class LA-M, Class LA-J,
Class LB, Class LC, Class LD-1, Class LD-2, Class LD-3, Class LD-4, Class LE-1,
Class LE-2, Class LF-1, Class LF-2, Class LF-3, Class LG-1, Class LG-2, Class
LH-1, Class LH-2, Class LH-3, Class LJ-1, Class LJ-2, Class LK, Class LL, Class
LM, Class LN, Class LP and Class LNR Uncertificated Interests.
"Underwriters": X.X. Xxxxxx Securities Inc., CIBC World Markets
Corp., Deutsche Bank Securities Inc. and Nomura Securities International, Inc.
"Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.
"Unliquidated Advance": Any Advance previously made by a party
hereto that has been previously reimbursed, as between the Person that made the
Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of
a Workout-Delayed Reimbursement Amount pursuant to subsections (iii) and (iv) of
Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the Mortgage Loan or REO Property in
respect of which the Advance was made.
"Unscheduled Principal Distribution Amount": With respect to any
Distribution Date and the Mortgage Loans, the aggregate of (a) all Principal
Prepayments received on such Mortgage Loans on or prior to the Business Day
prior to the P&I Advance Date (or, with respect to each Mortgage Loan with a Due
Date occurring or a grace period ending after the related Determination Date,
the related Due Date or last day of such grace period, as applicable) and (b)
the principal portions of all Liquidation Proceeds, Insurance and Condemnation
Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest on
Advances and other additional Trust Fund expenses incurred in connection with
the related Mortgage Loan) and, if applicable, REO Revenues received with
respect to such Mortgage Loans and any REO Loans on or prior to the Business Day
prior to the related P&I Advance Date (or, with respect to each Mortgage Loan
with a Due Date occurring or a grace period ending after the related
Determination Date, the related Due Date or last day of such grace period, as
applicable), but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously made
pursuant to Section 4.03 in respect of a preceding Distribution Date.
"Upper-Tier Distribution Account": The segregated account or
accounts (or a subaccount of the Distribution Account) created and maintained by
the Paying Agent pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association,
as Paying Agent, in trust for the registered Holders of X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14, Upper-Tier Distribution Account."
Any such account or accounts shall be an Eligible Account (or a subaccount of
the Distribution Account).
"Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.
"U.S. Dollars": Lawful money of the United States of America.
"U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the
United States, any State thereof or the District of Columbia, including any
entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class X
Certificates (allocated pro rata, between the Class X-1 and Class X-2
Certificates based upon their Class Notional Amounts) and (ii) in the case of
any other Class of Regular Certificates (other than the Class X certificates) a
percentage equal to the product of 96% and a fraction, the numerator of which is
equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates (other than the Class X Certificates), each determined as
of the Distribution Date immediately preceding such time. None of the Class S
Certificates, the Class R Certificates and the Class LR Certificates will be
entitled to any Voting Rights. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. Appraisal Reductions shall not result in a change in the Class
Voting Rights of any Class of Regular Certificates.
"Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the applicable Net Mortgage Rates of
the Mortgage Loans as of the first day of the related Due Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Due Period (after giving effect to any payments received during any
applicable grace period).
"Withheld Amounts": As defined in Section 3.25(a).
"Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of
three Monthly Payments under its modified terms, would then constitute) a
Corrected Mortgage Loan, together with (to the extent accrued and unpaid)
interest on such Advances, to the extent that (i) such Advance (and accrued and
unpaid interest thereon) is not reimbursed to the Person who made such Advance
on or before the date, if any, on which such Mortgage Loan becomes a Corrected
Mortgage Loan and (ii) the amount of such Advance (and accrued and unpaid
interest thereon) becomes an obligation of the Mortgagor to pay such amount
under the terms of the modified loan documents. That any amount constitutes all
or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such
amount instead constitutes a Nonrecoverable Advance.
"Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan (other than with respect to the Houston Galleria
Mortgage Loan) with respect to each collection (other than Penalty Charges and
Excess Interest) of interest and principal (other than any amount for which a
Liquidation Fee would be paid), including (i) Monthly Payments, (ii) Balloon
Payments and (iii) payments (other than those included in clause (i) or (ii) of
this definition) at maturity, received on each Corrected Mortgage Loan for so
long as it remains a Corrected Mortgage Loan equal to the product of the Workout
Fee Rate and the amount of such collection.
"Workout Fee Rate": A rate of 1.00% for Mortgage Loans having an
outstanding principal balance of less than $20,000,000 and 0.75% for Mortgage
Loans having an outstanding principal balance of greater than or equal to
$20,000,000.
"Yield Maintenance Charge": With respect to any Mortgage Loan or REO
Loan, the yield maintenance charge or prepayment premium set forth in the
related Mortgage Loan documents; provided that no amounts shall be considered
Yield Maintenance Charges until there has been a full recovery of all principal,
interest and other amounts due under the related Mortgage Loan.
Section 1.02 Certain Calculations. Unless otherwise specified
herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall
apply:
(i) All calculations of interest (other than as provided in the
Mortgage Loan documents) provided for herein shall be made on the basis of
a 360-day year consisting of twelve 30-day months.
(ii) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer, the Special
Servicer, the Paying Agent or the Trustee; provided, however, that for
purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on
the date they are applied in accordance with the Servicing Standards
consistent with the terms of the related Mortgage Note and Mortgage to
reduce the outstanding principal balance of such Mortgage Loan on which
interest accrues.
(iii) Any reference to the Certificate Balance of any Class of
Certificates (other than the Class S, Class X and Residual Certificates)
on or as of a Distribution Date shall refer to the Certificate Balance of
such Class of Certificates (other than the Class S, Class X and Residual
Certificates) on such Distribution Date after giving effect to (a) any
distributions made on such Distribution Date pursuant to Section 4.01(a),
(b) any Collateral Support Deficit allocated to such Class of Certificates
(other than the Class S, Class X and Residual Certificates) on the
immediately preceding Distribution Date pursuant to Section 4.04, (c) the
addition of any Certificate Deferred Interest allocated to such Class of
Certificates (other than the Class S, Class X and Residual Certificates)
and added to such Certificate Balance pursuant to Section 4.06(b) and (d)
any recoveries on the related Mortgage Loan of Nonrecoverable Advances
(plus interest thereon) that were previously reimbursed from principal
collections on the Mortgage Loans that resulted in a reduction of the
Principal Distribution Amount, Loan Group 1 Principal Distribution Amount
or Loan Group 2 Principal Distribution Amount, which recoveries are
allocated to such Class of Certificates and added to the Certificate
Balance pursuant to Section 4.04 (a).
(iv) For purposes of calculations required herein, Excess Interest
shall not be added to the outstanding principal balance of the Mortgage
Loans notwithstanding that the related Loan Documents may provide
otherwise.
[End of Article I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a
trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and
convey to the Trustee, in trust, without recourse, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) all the right, title and interest of the Depositor, including any
security interest therein for the benefit of the Depositor, in, to and under (i)
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1, 2,
3, 4, 5, 6(a) (excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f),
6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase
Agreements, (iii) the Intercreditor Agreements, and (iv) all other assets
included or to be included in the Trust Fund. Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage
Loans (other than (i) payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date and (ii) prepayments of principal
collected on or before the Cut-off Date. Such assignment of the Houston Galleria
Mortgage Loan and the right to service such Mortgage Loan are further subject to
the terms and conditions of the Houston Galleria Pooling Agreement and the
Houston Galleria Intercreditor Agreement. The transfer of the Mortgage Loans and
the related rights and property accomplished hereby is absolute and,
notwithstanding Section 12.07, is intended by the parties to constitute a sale.
In connection with the assignment to the Trustee of Sections 1, 2, 3, 4, 5, 6(a)
(excluding clause (viii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11,
13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it
is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof
in connection with any exercise of rights under the assigned Sections, and the
Depositor shall use its best efforts to make available to the Trustee the
benefits of Sections 10, 11 and 14 in connection therewith.
(b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby, on or before the Closing Date, the Mortgage File for each
Mortgage Loan so assigned, with copies to the Master Servicer; provided, however
that with respect to the Houston Galleria Mortgage Loan, JPMorgan shall be the
only Mortgage Loan Seller to have the delivery obligations referred to in this
Section 2.01(b) and in Sections 2.01(c), (d) and (f). If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
the original Mortgage Note, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied; provided, such Mortgage Loan Seller shall deliver a copy or duplicate
original of such Mortgage Note, together with an affidavit certifying that the
original thereof has been lost or destroyed and indemnifying the Trustee. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iv), (viii), (xi) and (xii) of the definition of "Mortgage File,"
with evidence of filing or recording thereon (if intended to be recorded or
filed), solely because of a delay caused by the public filing or recording
office where such document or instrument has been delivered for filing or
recordation, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a
provisional basis as of the Closing Date as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, provided that a duplicate original or a
photocopy of such non-delivered document or instrument (certified by the
applicable public filing or recording office, the applicable title insurance
company or the applicable Mortgage Loan Seller to be a true and complete copy of
the original thereof submitted for filing or recording) is delivered to the
Trustee or a Custodian appointed thereby on or before the Closing Date, and
either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder's office, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of
"Mortgage File," to be a true and complete copy of the original thereof
submitted for recording), with evidence of filing or recording thereon, is
delivered to the Trustee or such Custodian within 180 days of the Closing Date
(or within such longer period, not to exceed 18 months, after the Closing Date
as the Trustee may consent to, which consent shall not be unreasonably withheld
so long as the applicable Mortgage Loan Seller is, as certified in writing to
the Trustee no less often than every 90 days, attempting in good faith to obtain
from the appropriate public filing office or county recorder's office such
original or photocopy). If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (viii) and (xi) of the definition
of "Mortgage File," with evidence of filing or recording thereon, for any other
reason, including, without limitation, that such non-delivered document or
instrument has been lost or destroyed, the delivery requirements of the
applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be
deemed to have been satisfied as to such non-delivered document or instrument,
and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File, provided that a photocopy of such non-delivered
document or instrument (with evidence of filing or recording thereon and
certified in the case of the documents and/or instruments referred to in clause
(ii) of the definition of "Mortgage File" by the appropriate county recorder's
office to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date. Neither the Trustee nor any Custodian shall in any way
be liable for any failure by any Mortgage Loan Seller or the Depositor to comply
with the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, the
applicable Mortgage Loan Seller cannot deliver in complete and recordable form
(or form suitable for filing or recording, if applicable) any one of the
assignments in favor of the Trustee referred to in clause (iii), (v) (to the
extent not already assigned pursuant to clause (iii)), (vii) (to the extent not
already assigned pursuant to clause (iii)) or (xi) of the definition of
"Mortgage File" solely because of the unavailability of filing or recording
information as to any existing document or instrument and/or because such
assignments are assignments in blank and have not been completed in favor of the
Trustee as specified in the related clause(s) of the definition of "Mortgage
File," such Mortgage Loan Seller may provisionally satisfy the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an
omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage
Loan, in fully complete and recordable form (or form suitable for filing or
recording, if applicable), are delivered to the Trustee or its Custodian within
180 days of the Closing Date (or within such longer period, not to exceed 18
months, as the Trustee in its discretion may consent to, which consent shall not
be unreasonably withheld so long as the applicable Mortgage Loan Seller is, as
certified in writing to the Trustee no less often than every 90 days, attempting
in good faith to obtain from the appropriate public filing office or county
recorder's office the applicable filing or recording information as to the
related document or instrument). Notwithstanding anything herein to the
contrary, with respect to letters of credit, the applicable Mortgage Loan Seller
shall deliver to the Master Servicer and the Master Servicer shall hold the
original (or copy, if such original has been submitted by the applicable
Mortgage Loan Seller to the issuing bank to effect an assignment or amendment of
such letter of credit (changing the beneficiary thereof to the Trust (in care of
the Master Servicer) that may be required in order for the Master Servicer to
draw on such letter of credit on behalf of the Trust in accordance with the
applicable terms thereof and/or of the related Mortgage Loan documents) and the
applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) by delivering with respect to any letter(s) of credit a copy thereof to
the Trustee together with an officer's certificate of the applicable Mortgage
Loan Seller certifying that such document has been delivered to the Master
Servicer or an officer's certificate from the Master Servicer certifying that it
holds the letter(s) of credit pursuant to this Section 2.01(b), the original or
a copy shall be delivered to the Trustee on the Closing Date. If a letter of
credit referred to in the previous sentence is not in a form that would allow
the Master Servicer to draw on such letter of credit on behalf of the Trust in
accordance with the applicable terms thereof and/or of the related Mortgage Loan
documents, the applicable Mortgage Loan Seller shall deliver the appropriate
assignment or amendment documents (or copies of such assignment or amendment
documents if the related Mortgage Loan Seller has submitted the originals to the
related issuer of such letter of credit for processing) to the Master Servicer
within 30 days of the Closing Date. The applicable Mortgage Loan Seller shall
pay any costs of assignment or amendment of such letter(s) of credit required in
order for the Master Servicer to draw on such letter(s) of credit on behalf of
the Trust and shall cooperate with the reasonable requests of the Master
Servicer or the Special Servicer, as applicable, in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit
is assigned or amended in order that it may be drawn by the Master Servicer on
behalf of the Trust.
(c) Pursuant to each Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller is required at its sole cost and expense, to itself, or to
engage a third party to, put each Assignment of Mortgage, each assignment of
Assignment of Leases and each assignment of each UCC Financing Statement
("Assignments" and, individually, "Assignment") relating to the Mortgage Loans
conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper
form for filing or recording, as applicable, and to submit such Assignments for
filing or recording, as the case may be, in the applicable public filing or
recording office, and on the Closing Date, such Mortgage Loan Seller may deliver
one (1) omnibus assignment for all such Mortgage Loans to the Trustee or its
Custodian as provided in Section 2.01(b). Except under the circumstances
provided for in the last sentence of this subsection (c), the related Mortgage
Loan Seller will itself, or a third party at such Mortgage Loan Seller's expense
will, promptly (and in any event within 120 days of the later of the Closing
Date and the Trustee's actual receipt of the related documents and the necessary
recording and filing information) cause to be submitted for recording or filing,
as the case may be, in the appropriate public office for real property records
or UCC Financing Statements, as appropriate, each assignment to the Trustee
referred to in clauses (iii) and (v) of the definition of "Mortgage File" and
each UCC assignment to the Trustee referred to in clause (xi) of the definition
of "Mortgage File." Each such Assignment submitted for recording shall reflect
that it should be returned by the public recording office to the Trustee or its
designee following recording (or to the agent of the Mortgage Loan Seller who
will then be responsible for delivery of the same to the Trustee or its
designee), and each such UCC assignment submitted for recording or filing shall
reflect that the file copy thereof should be returned to the Trustee or its
designee following recording or filing (or to the agent of the Mortgage Loan
Seller who will then be responsible for delivery of the same to the Trustee or
its designee). If any such document or instrument is determined to be incomplete
or not to meet the recording or filing requirements of the jurisdiction in which
it is to be recorded or filed, or is lost by the public office or returned
unrecorded or unfiled, as the case may be, because of a defect therein, on or
about 180 days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such
defect, as the case may be, and thereafter the Mortgage Loan Seller or its
designee shall, at the expense of the related Mortgage Loan Seller, upon receipt
thereof cause the same to be duly recorded or filed. If, by the first
anniversary of the Closing Date, the Trustee has not received confirmation of
the recording or filing as the case may be, of any such Assignment, it shall so
advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Trustee pursue such confirmation at the related
Mortgage Loan Seller's expense, and upon such a request and provision for
payment of such expenses satisfactory to the Trustee, the Trustee, at the
expense of the applicable Mortgage Loan Seller, shall cause a search of the land
records of each jurisdiction and of the records of the offices of the applicable
Secretary of State for confirmation that the Assignment appears in such records
and retain a copy of such confirmation in the related Mortgage File. In the
event that confirmation of the recording or filing of an Assignment cannot be
obtained, the Trustee or the related Mortgage Loan Seller, as applicable, shall
promptly inform the other and the Trustee shall provide such Mortgage Loan
Seller with a copy of the Assignment and request the preparation of a new
Assignment. The related Mortgage Loan Seller shall pay the expenses for the
preparation of replacement Assignments for any Assignments which, having been
properly submitted for filing or recording to the appropriate governmental
office by the Trustee, fail to appear of record and must be resubmitted.
Notwithstanding the foregoing, there shall be no requirement to record any
assignment to the Trustee referred to in clause (iii) or (v) of the definition
of "Mortgage File," or to file any UCC-3 to the Trustee referred to in clause
(xi) of the definition of "Mortgage File," in those jurisdictions where, in the
written opinion of local counsel (which opinion shall be an expense of the
related Mortgage Loan Seller) acceptable to the Depositor and the Trustee, such
recordation and/or filing is not required to protect the Trustee's interest in
the related Mortgage Loans against sale, further assignment, satisfaction or
discharge by the related Mortgage Loan Seller, the Master Servicer, the Special
Servicer, any Sub-Servicer or the Depositor.
(d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Mortgage Loans (including
financial statements, operating statements and any other information provided by
the respective Mortgagor from time to time, but excluding the applicable
Mortgage Loan Seller's internal communications (including such communications
between the Mortgage Loan Seller and its Affiliates) and underwriting analysis
(including documents prepared by the applicable Mortgage Loan Seller or any of
its Affiliates for such purposes), draft documents, attorney-client
communications which are privileged communications or constitute legal or other
due diligence analyses and credit underwriting or due diligence analyses or
data) that (i) are not required to be a part of a Mortgage File in accordance
with the definition thereof and (ii) are reasonably necessary for the servicing
of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage
Loan Seller to the Master Servicer within 5 Business Days after the Closing Date
and shall be held by the Master Servicer on behalf of the Trustee in trust for
the benefit of the Certificateholders (and as holder of the Uncertificated
Lower-Tier Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the
exception of any items excluded under the immediately preceding sentence) that
would otherwise be a part of the Servicing File.
(e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Master Servicer, on or
before the Closing Date, a fully executed original counterpart of each of the
Mortgage Loan Purchase Agreements, as in full force and effect, without
amendment or modification, on the Closing Date.
(f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Mortgage Loans
transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name to be transferred
to the Master Servicer (or a Sub-Servicer) for deposit into Servicing Accounts.
Section 2.02 Acceptance by Trustee. (a) The Trustee, by the
execution and delivery of this Agreement (1) acknowledges receipt by it or a
Custodian on its behalf, subject to the provisions of Section 2.01 and the
further review provided for in this Section 2.02 and to any exceptions noted on
the Trustee Exception Report, in good faith and without notice of any adverse
claim, of the applicable documents specified in clause (i), (ii), (ix), (xv),
(xvi) (or, with respect to clause (xvi), a copy of such letter of credit and an
officer's certificate as contemplated by Section 2.01(b) hereof) and (xxiii) of
the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements,
and of all other assets included in the Trust Fund and (2) declares (a) that it
or a Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Sellers that
constitute the Mortgage Files, and (b) that it holds and will hold such other
assets included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders and, with respect to any original
document in the Mortgage File for each Loan Pair or the Houston Galleria Whole
Loan, for any present or future Companion Holder or the Houston Galleria
Companion Noteholders (and for the benefit of the Trustee as holder of the
Uncertificated Lower-Tier Interests), as applicable. If any Mortgage Loan Seller
is unable to deliver or cause the delivery of any original Mortgage Note, such
Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a
signed lost note affidavit and appropriate indemnity and shall thereby be deemed
to have satisfied the document delivery requirements of Sections 2.01 and 2.02.
(b) Within 90 days of the Closing Date, the Trustee or a Custodian
on its behalf, shall review the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and,
promptly following such review (but in no event later than 90 days after the
Closing Date), the Trustee shall, in the form attached as Exhibit V, certify in
writing to each of the Rating Agencies, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder) and the Mortgage Loan Sellers
that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan paid in full) and except as specifically identified in any
exception report annexed to such writing (the "Trustee Exception Report"), (i)
all documents specified in clauses (i) through (v), (ix) through (xii) and (xvi)
(or, with respect to clause (xvi), a copy of such letter of credit and an
officer's certificate as contemplated by the third to last sentence of Section
2.01(b) hereof), if any, of the definition of "Mortgage File," as applicable,
are in its possession, (ii) the foregoing documents delivered or caused to be
delivered by the Mortgage Loan Sellers have been reviewed by it or by a
Custodian on its behalf and appear regular on their face and appear to be
executed and to relate to such Mortgage Loan, and (iii) based on such
examination and only as to the foregoing documents, the information set forth in
the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of "Mortgage Loan Schedule" is correct.
With respect to each Mortgage Loan listed on the Trustee Exception Report, the
Trustee shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Trustee and the
related Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by the related Mortgage
Loan Seller but are out for filing or recording and have not been returned by
the filing office or the recorder's office).
(c) The Trustee, or a Custodian on its behalf, shall review the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall, in the
form attached as Exhibit V, certify in writing to each of the Depositor, the
Master Servicer, the Special Servicer, the Directing Certificateholder and the
applicable Mortgage Loan Seller that, as to each Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation
Event has occurred) or any Mortgage Loan specifically identified in any
exception report annexed to such writing (i) all documents specified in clauses
(i) through (v), (ix) through (xii) and (xvi) (or, with respect to clause (xvi),
a copy of such letter of credit and an officer's certificate as contemplated by
the third to last sentence of Section 2.01(b) hereof), if any, of the definition
of "Mortgage File," as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have
been reviewed by it or by a Custodian on its behalf and appear regular on their
face and appear to be executed and relate to such Mortgage Loan, and (iii) based
on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (iv), (vi) and (viii)(c) in the definition of "Mortgage Loan Schedule"
is correct.
(d) Notwithstanding anything contained in this Section 2.02 and
Section 2.03(b) to the contrary, in the case of a deficiency in any of the
documents specified in clauses (ii) through (v), (viii), (ix) and (xi) in the
definition of "Mortgage File," resulting solely from a delay in the return of
the related documents from the applicable filing or recording office, which
deficiency (i) is continuing for (a) in the case of any Mortgage Loan, more than
eighteen (18) months following the Closing Date or (b) if within 18 months of
the Closing Date and in the case of any Specially Serviced Mortgage Loan, thirty
(30) days following a Servicing Transfer Event, and (ii) impairs or prohibits in
any material way the Master Servicer's or Special Servicer's ability to act
upon, or enforce, any of the Trust Fund's rights and remedies under the related
Mortgage Loan, or Specially Serviced Mortgage Loan, as applicable, at the time
the Master Servicer or Special Servicer attempts to act upon, or enforce, any
such right or remedy, the Directing Certificateholder, in its sole judgment, may
permit the related Mortgage Loan Seller, in lieu of repurchasing or substituting
for the related Mortgage Loan, to deposit with the Trustee an amount, to be held
in trust in a segregated Eligible Account, equal to 25% of the Stated Principal
Balance of the related Mortgage Loan (in the alternative, the related Mortgage
Loan Seller may deliver to the Trustee a letter of credit in such amount). Such
funds or letter of credit, as applicable, shall be held by the Trustee (i) until
the date on which the Master Servicer certifies to the Trustee that such
document deficiency has been cured or the related Mortgage Loan is no longer
part of the Trust Fund, at which time the Trustee shall return such funds (or
letter of credit) to the related Mortgage Loan Seller or (ii) until same are
applied to the Purchase Price (or the Substitution Shortfall Amount, if
applicable) as set forth below in this Section 2.02(d) in the event of a
repurchase or substitution by the related Mortgage Loan Seller. If the related
Mortgage Loan is or becomes a Specially Serviced Mortgage Loan and the Special
Servicer certifies to the Trustee that it has determined in the exercise of its
reasonable judgment that the document with respect to which such document
deficiency exists is required in connection with an imminent enforcement of the
mortgagee's rights or remedies under the related Mortgage Loan, defending any
claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral
securing the Mortgage Loan or for any immediate significant servicing
obligation, the related Mortgage Loan Seller shall be required to repurchase or
substitute for the related Mortgage Loan in accordance with the terms and
conditions of Section 2.03(b) or Section 6 of the related Mortgage Loan Purchase
Agreement; provided, however, that such Mortgage Loan Seller shall not be
required to repurchase the Mortgage Loan for a period of ninety (90) days after
receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing
or recording office and provides an officer's certificate setting forth what
actions such Mortgage Loan Seller is pursuing in connection with such recovery.
In the event of a repurchase or substitution, upon such date, the Trustee shall
deposit, or cause the Master Servicer to deposit, such funds, or shall draw upon
the letter of credit and deposit the proceeds of such draw, into the Certificate
Account to be applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable, in which event the amount of such funds or proceeds that
exceed the Substitution Shortfall Amount shall be returned to the Mortgage Loan
Seller) in accordance with Section 2.03(b). All such funds deposited with the
Trustee shall be invested in Permitted Investments, at the direction and for the
benefit of the related Mortgage Loan Seller. Such funds shall be treated as an
"outside reserve fund" under the REMIC Provisions, which, together with any
reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller
shall remain liable for any taxes payable on income or gain with respect
thereto.
(e) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (vi), (vii), (viii), (x), (xii), (xiii), (xiv)
and (xv) through (xxvi) of the definition of "Mortgage File" exist or are
required to be delivered by the Depositor, the Mortgage Loan Sellers or any
other Person (unless identified on the Mortgage Loan Checklist) or (ii) to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans delivered to it to determine that
the same are genuine, enforceable, sufficient to perfect and maintain the
perfection of a security interest or appropriate for the represented purpose or
that they are other than what they purport to be on their face and, with respect
to the documents specified in clause (ix), whether the insurance is effective as
of the date of the recordation, whether all endorsements or riders issued are
included in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan
funding. Further, with respect to the UCC financing statements referenced in the
Mortgage File, absent actual knowledge to the contrary or copies of UCC
financing statements delivered to the Trustee as part of the Mortgage File
indicating otherwise, the Trustee may assume, for the purposes of the filings
and the certification to be delivered in accordance with this Section 2.02 that
the related Mortgage File should include one state level UCC financing statement
filing for each Mortgaged Property (or with respect to any Mortgage Loan that
has two or more Mortgagors, for each Mortgagor, except to the extent multiple
Mortgagors are named as debtors in the same UCC financing statement filing), or
if the Trustee has received notice that a particular UCC financing statement was
filed as a fixture filing, that the related Mortgage File should include only a
local UCC financing statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two or more Mortgagors, for each
Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC financing statement filing). The assignments of the UCC financing
statements to be assigned to the Trust will be delivered on the new national
forms (or on such other form as may be acceptable for filing or recording in the
applicable jurisdiction) and in a format suitable for filing or recording, as
applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
financing statements were originally filed or recorded, as indicated in the
documents provided, and in accordance with then current laws.
(f) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed or
(2) subject to Section 2.01(b) and (c), not to have been delivered, (3) to
contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or (4) to be
defective on its face (each, a "Defect" in the related Mortgage File), the
Trustee shall promptly so notify the Depositor, the Master Servicer, the Special
Servicer, the Directing Certificateholder and the applicable Mortgage Loan
Seller (and in no event later than 90 days after the Closing Date and every
quarter thereafter, commencing with the quarter ending March 31, 2006 until
December 31, 2007, by providing a written report (the "Trustee Exception
Report") setting forth for each affected Mortgage Loan, with particularity, the
nature of such Defect (in a form reasonably acceptable to the Trustee and such
Mortgage Loan Seller and separating items required to be in the Mortgage File
but never delivered from items which were delivered by such Mortgage Loan Seller
but are out for recording or filing and have not been returned by the recorder's
office or filing office).
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans
for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a) The Depositor hereby represents and warrants that:
(i) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and the
Depositor has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
the transactions contemplated hereby, including, but not limited to, the
power and authority to sell, assign and transfer the Mortgage Loans in
accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of this
Agreement by each other party hereto, this Agreement and all of the
obligations of the Depositor hereunder are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the
Depositor is subject, or conflict with, result in a breach of or
constitute a default under any of the terms, conditions or provisions of
the certificate of incorporation or the by-laws of the Depositor or any
indenture, agreement or instrument to which the Depositor is a party or by
which it is bound, or any order or decree applicable to the Depositor, or
result in the creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; the Depositor has obtained any consent, approval,
authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Depositor of
this Agreement;
(iv) There is no action, suit or proceeding pending or, to the
Depositor's knowledge, threatened against the Depositor in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loans or the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; and
(v) The Depositor is the lawful owner of the Mortgage Loans with the
full right to transfer the Mortgage Loans to the Trust and the Mortgage
Loans have been validly transferred to the Trust.
(b) If any Certificateholder, the Master Servicer, the Special
Servicer, the Paying Agent or the Trustee discovers (without implying any duty
of such person to make, or to attempt to make, such a discovery) or receives
notice of a Defect in any Mortgage File or a breach of any representation or
warranty with respect to a Mortgage Loan set forth in, or required to be made
with respect to, a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to the related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or
Breach, as the case may be, materially and adversely affects the value of any
Mortgage Loan, the value of the related Mortgaged Property or the interests of
the Trustee or any Certificateholder therein, such Certificateholder, the Master
Servicer, the Special Servicer, the Trustee, the Paying Agent or the Directing
Certificateholder, as applicable, shall give prompt written notice of such
Defect or Breach, as the case may be, to the Depositor, the Master Servicer, the
Special Servicer, the applicable Mortgage Loan Seller, the Trustee, the Paying
Agent and the Directing Certificateholder and shall request in writing that the
applicable Mortgage Loan Seller, not later than 90 days after the earlier of (i)
the applicable Mortgage Loan Seller's receipt of such notice or (ii) in the case
of a Defect or Breach relating to a Mortgage Loan not being a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, but without
regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that causes a
defective mortgage loan to be treated as a qualified mortgage, the applicable
Mortgage Loan Seller's discovery of such Defect or Breach (the "Initial Cure
Period") that materially and adversely affects the value of any Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee or
any Certificateholder therein, (i) cure such Defect or Breach, as the case may
be, in all material respects, (ii) repurchase the affected Mortgage Loan or REO
Loan at the applicable Purchase Price and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement or (iii) substitute a
Qualified Substitute Mortgage Loan (other than with respect to the CenterPoint I
Mortgage Loan, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan (provided that in no event shall any such substitution
occur on or after the second anniversary of the Closing Date) and pay the Master
Servicer for deposit into the Certificate Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement; provided, however, that, except with
respect to a Defect resulting solely from the failure by a Mortgage Loan Seller
to deliver to the Trustee or Custodian the actual policy of lender's title
insurance required pursuant to clause (ix) of the definition of Mortgage File by
a date not later than 12 months following the Closing Date, if such Breach or
Defect is capable of being cured but is not cured within the Initial Cure
Period, and the applicable Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Breach or Defect within the Initial Cure
Period, the applicable Mortgage Loan Seller shall have an additional 90 days
commencing immediately upon the expiration of the Initial Cure Period (such
additional 90 day period, the "Extended Cure Period") to complete such cure (or,
failing such cure, to repurchase the related Mortgage Loan or REO Loan or
substitute a Qualified Substitute Mortgage Loan) (other than with respect to the
CenterPoint I Mortgage Loan, for which no substitution will be permitted)) and
provided, further, that with respect to such Extended Cure Period the applicable
Mortgage Loan Seller shall have delivered an officer's certificate to the
Trustee (who shall promptly deliver a copy of such officer's certificate to the
Rating Agencies, the Master Servicer, the Special Servicer, the Trustee and the
Directing Certificateholder), setting forth the reason such Breach or Defect is
not capable of being cured within the Initial Cure Period and what actions the
applicable Mortgage Loan Seller is pursuing in connection with the cure thereof
and stating that the applicable Mortgage Loan Seller anticipates that such
Breach or Defect will be cured within the Extended Cure Period. Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage) shall be
deemed to materially and adversely affect the interests of Certificateholders
therein, and such Mortgage Loan shall be repurchased or substituted for without
regard to the extended cure period described in the preceding sentence. If the
affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price remitted by the applicable Mortgage Loan Seller are to be
deposited by wire transfer in the Certificate Account. If any Breach pertains to
a representation or warranty that the related Mortgage Loan documents or any
particular Mortgage Loan document requires the related Mortgagor to bear the
costs and expenses associated with any particular action or matter under such
Mortgage Loan document(s), then the related Mortgage Loan Seller shall cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Paying Agent, the Trustee or the Trust Fund
that are the basis of such Breach and have not been reimbursed by the related
Mortgagor; provided, however, that in the event any such costs and expenses
exceed $10,000, the related Mortgage Loan Seller shall have the option to either
repurchase or substitute for the related Mortgage Loan as provided above or pay
such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, the related Mortgage Loan Seller shall remit the amount of
such costs and expenses and upon its making such remittance, the related
Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.
To the extent any fees or expenses that are the subject of a cure by the related
Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the
portion of the cure payment made by the related Mortgage Loan Seller equal to
such fees or expenses obtained from the Mortgagor shall be returned to the
related Mortgage Loan Seller pursuant to Section 2.03(f) below. Monthly Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the
related Due Date in the month of substitution, and Monthly Payments due with
respect to each Mortgage Loan being repurchased or replaced after the related
Cut-off Date and received by the Master Servicer or the Special Servicer on
behalf of the Trust on or prior to the related date of repurchase or
substitution, shall be part of the Trust Fund. Monthly Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related
Due Date in the month of substitution, and Monthly Payments due with respect to
each Mortgage Loan being repurchased or replaced and received by the Master
Servicer or the Special Servicer on behalf of the Trust after the related date
of repurchase or substitution, shall not be part of the Trust Fund and are to be
remitted by the Master Servicer to the Mortgage Loan Seller effecting the
related repurchase or substitution promptly following receipt. Notwithstanding
anything to the contrary contained in this Agreement or the related Mortgage
Loan Purchase Agreement or the Houston Galleria Loan Sale Agreement, no delay in
either the discovery of a Defect or Breach or delay on the part of any party to
this Agreement in providing notice of such Defect or Breach shall relieve the
Mortgage Loan Seller of its obligation to repurchase if it is otherwise required
to do so under the related Mortgage Loan Purchase Agreement, the Houston
Galleria Loan Sale Agreement and/or this Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interest of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage (including any related assignments) that appears to be regular on its
face, unless there is included in the Mortgage File a certified copy of the
Mortgage and a certificate stating that the original signed Mortgage was sent
for recordation; (c) the absence from the Mortgage File of the item called for
by paragraph (ix) of the definition of Mortgage File; (d) the absence from the
Mortgage File of any intervening assignments required to create a complete chain
of assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment and a
certificate stating that the original intervening assignments were sent for
filing or recordation, as applicable; (e) the absence from the Mortgage File of
any required letter of credit; or (f) with respect to any leasehold mortgage
loan, the absence from the related Mortgage File of a copy (or an original, if
available) of the related Ground Lease; provided, however, that no Defect
(except the Defects previously described clauses (a) through (f)) shall be
considered to materially and adversely affect the value of the related Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or
Certificateholders unless the document with respect to which the Defect exists
is required in connection with an imminent enforcement of the Mortgagee's rights
or remedies under the related Mortgage Loan, defending any claim asserted by any
Mortgagor or third party with respect to the Mortgage Loan, establishing the
validity or priority of any lien on any collateral securing the Mortgage Loan or
for any immediate significant servicing obligation. Notwithstanding the
foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender's title insurance policy, as provided in clause (ix) of the
definition of Mortgage File herein, in lieu of the delivery of the actual policy
of lender's title insurance, shall not be considered a Defect or Breach with
respect to any Mortgage File if such actual policy is delivered to the Trustee
or a Custodian on its behalf not later than 12 months following the Closing
Date.
(c) In connection with any repurchase of, or substitution of a
Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by this
Section 2.03, the Trustee, the Master Servicer and the Special Servicer shall
each tender to the applicable Mortgage Loan Seller, upon delivery to each of the
Trustee, the Master Servicer and the Special Servicer of a trust receipt
executed by the applicable Mortgage Loan Seller evidencing such repurchase or
substitution, all portions of the Mortgage File and other documents pertaining
to such Mortgage Loan possessed by each of the Trustee, the Master Servicer and
the Special Servicer, and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned,
as the case may be, to the applicable Mortgage Loan Seller in the same manner as
provided in Section 6 of the related Mortgage Loan Purchase Agreement, so as to
vest in such Mortgage Loan Seller the legal and beneficial ownership of such
repurchased or substituted for Mortgage Loan (including property acquired in
respect thereof or proceeds of any insurance policy with respect thereto) and
the related Mortgage Loan documents.
(d) Section 6(e) of each of the Mortgage Loan Purchase Agreements
provides the sole remedy available to the Certificateholders (subject to the
limitations on the rights of the Certificateholders under this Agreement), or
the Trustee on behalf of the Certificateholders, with respect to any Defect in a
Mortgage File or any Breach of any representation or warranty with respect to a
Mortgage Loan set forth in or required to be made pursuant to Section 6 of each
of the Mortgage Loan Purchase Agreements.
(e) The Master Servicer or Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests), enforce the obligations of the applicable Mortgage Loan Seller under
the applicable Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in
such form, to such extent and at such time as the Master Servicer or the Special
Servicer, as the case may be, would require were it, in its individual capacity,
the owner of the affected Mortgage Loan(s). Any costs incurred by the Master
Servicer or the Special Servicer with respect to the enforcement of the
obligations of the applicable Mortgage Loan Seller under the applicable Mortgage
Loan Purchase Agreement shall be deemed to be Servicing Advances to the extent
not otherwise provided herein. The Master Servicer shall be reimbursed for the
reasonable costs of such enforcement: first, from a specific recovery, if any,
of costs, expenses or attorneys' fees against the applicable Mortgage Loan
Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related
Purchase Price, to the extent that such expenses are a specific component
thereof; and third, if at the conclusion of such enforcement action it is
determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(viii) herein out of general
collections on the Mortgage Loans on deposit in the Certificate Account.
(f) If a Mortgage Loan Seller incurs any expense in connection with
the curing of a Breach, which also constitutes a default under the related
Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust
Fund under the Mortgage Loan, to recover the amount of such expenses from the
related Mortgagor; provided, however, that such Mortgage Loan Seller's rights
pursuant to this Section 2.03(f) shall be junior, subject and subordinate to the
rights of the Trustee, the Paying Agent, the Trust Fund, the Master Servicer and
the Special Servicer to recover amounts owed by the related Mortgagor under the
terms of such Mortgage Loan, including, without limitation, the rights to
recover unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trustee, the
Paying Agent, the Trust Fund, the Master Servicer or the Special Servicer
allocable to such Mortgage Loan. The Master Servicer or, with respect to a
Specially Serviced Mortgage Loan, the Special Servicer, shall use reasonable
efforts to recover such expenses for such Mortgage Loan Seller to the extent
consistent with the Servicing Standards, but taking into account the subordinate
nature of the reimbursement to the Mortgage Loan Seller; provided, however, that
the Master Servicer or, with respect to a Specially Serviced Mortgage Loan, the
Special Servicer, determines in the exercise of its sole discretion consistent
with the Servicing Standards that such actions by it will not impair the Master
Servicer's and/or the Special Servicer's collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan which
would otherwise be payable to the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificateholders pursuant to the terms of
this Agreement; provided, further, that if the Mortgage Loan Seller has not been
notified that it must repurchase the Mortgage Loan, the Special Servicer may
waive the collection of amounts due on behalf of the Mortgage Loan Seller in its
sole discretion in accordance with the Servicing Standards.
(g) If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in this Section, (ii) such Mortgage Loan
is a Crossed Loan, and (iii) the applicable Defect or Breach does not constitute
a Defect or Breach, as the case may be, as to any other Crossed Loan in such
Crossed Group (without regard to this paragraph), then the applicable Defect or
Breach, as the case may be, will be deemed to constitute a Defect or Breach, as
the case may be, as to any other Crossed Loan in the Crossed Group for purposes
of this paragraph, and the related Mortgage Loan Seller will be required to
repurchase or substitute for such other Crossed Loan(s) in the related Crossed
Group as provided in Section 2.03(b) unless such other Crossed Loans satisfy the
Crossed Loan Repurchase Criteria and satisfy all other criteria for substitution
and repurchase of Mortgage Loans set forth herein. In the event that the
remaining Crossed Loans in such Crossed Group satisfy the aforementioned
criteria, the applicable Mortgage Loan Seller may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the related Breach or
Defect exists or to repurchase or substitute for all of the Crossed Loans in the
related Crossed Group. Any reserve or other cash collateral or letters of credit
securing the Crossed Loans shall be allocated between such Mortgage Loans in
accordance with the related Mortgage Loan documents. Except as provided in
Section 2.03(h), all other terms of the Mortgage Loans shall remain in full
force and effect without any modification thereof.
(h) With respect to any Crossed Loan, to the extent that the
applicable Mortgage Loan Seller is required to repurchase or substitute for such
Mortgage Loan in the manner prescribed in Section 2.03(g) while the Trustee
continues to hold any other Crossed Loans in the related Crossed Group, the
applicable Mortgage Loan Seller and the Trustee, as assignee of the Depositor,
will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from
enforcing any remedies against the other's Primary Collateral but each will be
permitted to exercise remedies against the Primary Collateral securing its
respective Mortgage Loans, including with respect to the Trustee, the Primary
Collateral securing Mortgage Loans still held by the Trustee, so long as such
exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by
one party would materially impair the ability of the other party to exercise its
remedies with respect to the Primary Collateral securing the Crossed Loans held
by such party, then both parties have agreed in the related Mortgage Loan
Purchase Agreement to forbear from exercising such remedies until the Mortgage
Loan documents evidencing and securing the relevant Mortgage Loans can be
modified in a manner that complies with the Mortgage Loan Purchase Agreement to
remove the threat of material impairment as a result of the exercise of
remedies.
(i) Notwithstanding the foregoing, if the related Mortgage provides
for the partial release of one or more of the Crossed Loans, the Depositor may
cause the related Mortgage Loan Seller to repurchase only that Mortgage Loan
required to be repurchased pursuant to this Section 2.03, pursuant to the
partial release provisions of the related Mortgage; provided, however, that (i)
the remaining Mortgage Loan(s) fully comply with the terms and conditions of the
related Mortgage, this Agreement and the related Mortgage Loan Purchase
Agreement, including the Crossed Loan Repurchase Criteria, (ii) in connection
with such partial release, the related Mortgage Loan Seller obtains an Opinion
of Counsel (at such Mortgage Loan Seller's expense) to the effect that the
contemplated action will not, with respect to the Upper-Tier REMIC or the
Lower-Tier REMIC created hereunder, endanger such status or result in the
imposition of any tax and (iii) in connection with such partial release, the
related Mortgage Loan Seller delivers or causes to be delivered to the Custodian
original modifications to the Mortgage prepared and executed in connection with
such partial release.
Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests. The Trustee hereby acknowledges the assignment to it of
the Mortgage Loans and, subject to Sections 2.01 and 2.02, the delivery to it,
or a Custodian on its behalf, of the Mortgage Files and a fully executed
original counterpart of each of the Mortgage Loan Purchase Agreements, together
with the assignment to it of all of the other assets included in the Lower-Tier
REMIC. Concurrently with such assignment and delivery, and in exchange for the
Mortgage Loans (other than Excess Interest), receipt of which is hereby
acknowledged, the Trustee (i) acknowledges the issuance of the Uncertificated
Lower-Tier Interests by the Paying Agent to the Depositor, (ii) acknowledges the
authentication and delivery of the Class LR Certificates by the Paying Agent to
or upon the order of the Depositor, (iii) acknowledges the contribution by the
Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC and
(iv) immediately thereafter, acknowledges that it has caused the Certificate
Registrar to execute and caused the Authenticating Agent to authenticate and to
deliver to or upon the order of the Depositor, in exchange for the
Uncertificated Lower-Tier Interests, the Regular Certificates, the Class S
Certificates and the Class R Certificates, and the Depositor hereby acknowledges
the receipt by it or its designees, of such Certificates in authorized
Denominations evidencing the entire beneficial ownership of the Upper-Tier
REMIC.
Section 2.05 Grantor Trust Designations. The Class S Certificates
are hereby designated as undivided beneficial interests in the portion of the
Trust Fund consisting of Excess Interest, the Excess Interest Distribution
Account and proceeds thereof, which portion shall be treated as a grantor trust
within the meaning of subpart E, Part I of subchapter J of the Code. For the
avoidance of doubt, this transaction has no Excess Interest and therefore there
shall be no Grantor Trust as part of this transaction.
[End of Article II]
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Master Servicer to Act as Master Servicer; Special
Servicer to Act as Special Servicer; Administration of the Mortgage Loans. (a)
(i) The Master Servicer shall service and administer the Mortgage Loans and the
Companion Loans it is obligated to service pursuant to this Agreement as an
independent contractor on behalf of the Trust and in the best interests of and
for the benefit of the Certificateholders and, in the case of the Companion
Loans, the Companion Holders and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) as a collective whole, taking into account the subordinate
or pari passu nature of the Companion Loans, as the case may be (as determined
by the Master Servicer in its reasonable judgment) in accordance with applicable
law, the terms of this Agreement (and with respect to each Loan Pair, the
related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the Companion Loans, and to the extent consistent with the
foregoing, in accordance with the higher of the following standards of care: (1)
with the same care, skill and diligence as is normal and usual in its mortgage
servicing activities on behalf of third parties or on behalf of itself,
whichever is higher, with respect to mortgage loans that are comparable to the
Mortgage Loans, (2) with a view to the timely collection of all principal and
interest and other amounts due and payable under the Mortgage Loans or, if
applicable, the Companion Loans and the AB Mortgage Loan as a collective whole,
taking into account the subordinate or pari passu nature of the Companion Loans,
as applicable, and without regard to: (1) any relationship that the Master
Servicer or any Affiliate of the Master Servicer may have with any Mortgagor or
any Affiliate thereof; (2) the ownership of any Certificate or, if applicable,
mezzanine loan or Companion Loan, by the Master Servicer or any Affiliate of the
Master Servicer; (3) the Master Servicer's obligation to make Advances and (4)
the adequacy of the Master Servicer's right to receive compensation payable to
it and reimbursement for its costs hereunder or with respect to any particular
transaction (the foregoing, collectively referred to as the "Master Servicer
Servicing Standards"). With respect to a Loan Pair, in the event of a conflict
between this Agreement and the related Intercreditor Agreement, the
Intercreditor Agreement shall control; provided, in no event shall the Master
Servicer or Special Servicer be required to violate the REMIC Provisions or the
Master Servicer Servicing Standard. Pursuant to the terms of the Intercreditor
Agreements relating to the AB Mortgage Loans that have a Mezz Cap B Loan as its
Companion Loan, it is contemplated that the Mortgagor under such AB Mortgage
Loan and its related Mezz Cap B Loan will remit payments on such AB Mortgage
Loan to the Master Servicer hereunder, and for each Mezz Cap B Loan that has
been securitized and for each Mezz Cap B Loan that is securitized in the future,
the related Mortgagor will remit payments on such Mezz Cap B Loans directly to
the servicer for such securitizations; provided, however, that under the
circumstances identified in the related Intercreditor Agreements, the Mortgagor
under each Mezz Cap B Loan (even after such Mezz Cap B Loan has been
securitized) will be required to remit payments on such Mezz Cap B Loan directly
to the Master Servicer under this Agreement.
(ii) The Special Servicer shall diligently service and administer
the Mortgage Loans and the Companion Loans it is obligated to service
pursuant to this Agreement on behalf of the Trust and in the best
interests of and for the benefit of the Certificateholders and, in the
case of the Companion Loans, the related Companion Holders and the Trustee
(as holder of the Uncertificated Lower Tier Interests), as a collective
whole, taking into account the subordinate nature of the Companion Loans,
as the case may be (as determined by the Special Servicer in its
reasonable judgment) in accordance with applicable law, the terms of this
Agreement and, with respect to each Loan Pair, the related Intercreditor
Agreement) and the terms of the respective Mortgage Loans, and, if
applicable, the related Companion Loan, taking into account the
subordinate or pari passu nature of the subject Companion Loan, as the
case may be. With respect to each Loan Pair, in the event of a conflict
between this Agreement and the related Intercreditor Agreement, the
related Intercreditor Agreement shall control; provided, in no event shall
the Special Servicer take any action or omit to take any action in
accordance with the terms of any Intercreditor Agreement that would cause
the Special Servicer to violate the Special Servicer Servicing Standard.
Pursuant to the terms of each Mezz Cap AB Mortgage Loan Intercreditor
Agreement, it is contemplated that the Mortgagor under the Mezz Cap AB
Mortgage Loans and the related Companion Loan will remit payments on the
related Mezz Cap AB Mortgage Loans to the Master Servicer hereunder, and
for the Companion Loan, the related Mortgagor will remit payments on the
related Companion Loan directly to the servicer for such Companion Loan
(including a securitization servicer); provided, however, that prior to
the securitization of the Companion Loan and under certain other
circumstances identified in each Mezz Cap AB Mortgage Loan Intercreditor
Agreement, the Mortgagor under the Companion Loan (even after the
Companion Loan has been securitized) will be required to remit payments on
such Companion Loan directly to the Master Servicer under this Agreement.
To the extent consistent with the foregoing, the Special Servicer shall
service the Mortgage Loans and Companion Loans in accordance with the
higher of the following standards of care: (1) in the same manner in
which, and with the same care, skill, prudence and diligence with which
the Special Servicer services and administers similar mortgage loans for
other third-party portfolios and (2) the same care, skill, prudence and
diligence with which the Special Servicer services and administers similar
mortgage loans owned by the Special Servicer with a view to the
maximization of timely recovery of principal and interest on a net present
value basis on the Mortgage Loans or the Specially Serviced Mortgage Loans
and any related Companion Loan, as applicable, and the best interests of
the Trust and the Certificateholders (and in the case of an AB Mortgage
Loan, the holders of the Regular Certificates or the related Companion
Holder, as applicable, and, in the case of the CenterPoint I Companion
Note, the CenterPoint I Companion Noteholders, taking into account the
subordinate or pari passu nature of the subject Companion Loan, as
applicable) as determined by the Special Servicer in its reasonable
judgment, in either case giving due consideration to the customary and
usual standards of practice of prudent institutional, multifamily and
commercial mortgage loan servicers, but without regard to: (i) any
relationship that the Special Servicer or any Affiliate of the Special
Servicer may have with any Mortgagor or any Affiliate of such Mortgagor,
any Mortgage Loan Seller or any other parties to this Agreement; (ii) the
ownership of any Certificate or Companion Loan, if applicable, by the
Special Servicer or any Affiliate of the Special Servicer (iii) the
Special Servicer's right to receive compensation for its services and
reimbursement for its costs hereunder or with respect to any particular
transaction; (iv) the ownership, servicing or management for others of any
other mortgage loans or mortgaged properties by the Special Servicer; (v)
any option to purchase any Mortgage Loan or Companion Loan it may have;
and (vi) any other debt the Special Servicer or any of its Affiliates has
extended to any Mortgagor or any of its Affiliates (the foregoing,
collectively, referred to as the "Special Servicer Servicing Standards").
Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Mortgage Loans
(other than the Houston Galleria Mortgage Loan) and Companion Loans as to which
a Servicing Transfer Event has occurred and is continuing (the "Specially
Serviced Mortgage Loans") and (ii) any REO Properties; provided, that the Master
Servicer shall continue to receive payments and make all calculations, and
prepare, or cause to be prepared, all reports, required hereunder with respect
to the Specially Serviced Mortgage Loans, except for the reports specified
herein as prepared by the Special Servicer, as if no Servicing Transfer Event
had occurred and with respect to the REO Properties (and the related REO Loans)
as if no REO Acquisition had occurred, and to render such services with respect
to such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided further, however, that the Master Servicer shall
not be liable for failure to comply with such duties insofar as such failure
results from a failure of the Special Servicer to provide sufficient information
to the Master Servicer to comply with such duties or failure by the Special
Servicer to otherwise comply with its obligations hereunder. Each Mortgage Loan
or Companion Loan that becomes a Specially Serviced Mortgage Loan shall continue
as such until satisfaction of the conditions specified in Section 3.21(a).
Without limiting the foregoing, subject to Section 3.21, the Master Servicer
shall be obligated to service and administer all Mortgage Loans and Companion
Loans, which are not Specially Serviced Mortgage Loans (other than the Houston
Galleria Mortgage Loan). The Special Servicer shall make the inspections, use
its reasonable efforts to collect the statements and forward to the Master
Servicer the reports in respect of the related Mortgaged Properties with respect
to Specially Serviced Mortgage Loans in accordance with Section 3.12. After
notification to the Master Servicer, the Special Servicer may contact the
Mortgagor of any Non-Specially Serviced Mortgage Loan if efforts by the Master
Servicer to collect required financial information have been unsuccessful or any
other issues remain unresolved. Such contact shall be coordinated through and
with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the
Special Servicer of the collectability or recoverability of payments on the
Mortgage Loans or shall be construed to impair or adversely affect any rights or
benefits provided by this Agreement to the Master Servicer or the Special
Servicer (including with respect to Servicing Fees, Special Servicing Fees or
the right to be reimbursed for Advances and interest accrued thereon). Any
provision in this Agreement for any Advance by the Master Servicer or the
Trustee is intended solely to provide liquidity for the benefit of the
Certificateholders and not as credit support or otherwise to impose on any such
Person the risk of loss with respect to one or more of the Mortgage Loans. No
provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the
Certificateholders in respect of a Mortgage Loan at any time after a
determination of present value recovery is less than the amount reflected in
such determination.
(b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and, if applicable, the Companion
Loans, and any applicable Intercreditor Agreements (and intercreditor agreements
entered into after the Closing Date with respect to any Mortgage Loan in
connection with mezzanine debt permitted under the related Mortgage Loan
documents), and applicable law, the Master Servicer and the Special Servicer
each shall have full power and authority, acting alone or, in the case of the
Master Servicer, subject to Section 3.22, through one or more Sub-Servicers, to
do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or
desirable. Without limiting the generality of the foregoing, each of the Master
Servicer and the Special Servicer, in its own name (or in the name of the
Trustee and, if applicable, the Companion Holder), is hereby authorized and
empowered by the Trustee to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, with respect to each Mortgage
Loan (and, with respect to a Companion Loan, the Companion Holder) it is
obligated to service under this Agreement: (i) any and all financing statements,
continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
(ii) subject to Sections 3.08 and 3.20, any and all modifications, waivers,
amendments or consents to, under or with respect to any documents contained in
the related Mortgage File; and (iii) any and all instruments of satisfaction or
cancellation, pledge agreements and other documents in connection with a
defeasance, or of partial or full release or discharge, and all other comparable
instruments. Subject to Section 3.10, the Trustee shall furnish, or cause to be
furnished, to the Master Servicer or the Special Servicer any powers of attorney
and other documents necessary or appropriate to enable the Master Servicer or
the Special Servicer, as the case may be, to carry out its servicing and
administrative duties hereunder; provided, however, that the Trustee shall not
be held liable for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, the Master Servicer or the Special
Servicer, as the case may be, shall not, without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or the Special Servicer's, as the case
may be, representative capacity or (ii) take any action with the intent to
cause, and that actually causes, the Trustee to be required to be registered to
do business in any state.
(c) To the extent the Master Servicer is permitted pursuant to the
terms of the related Mortgage Loan documents or Companion Loan documents
(including the related Intercreditor Agreement) to exercise its discretion with
respect to any action which requires a confirmation of the Rating Agencies that
such action will not result in the downgrade, withdrawal or qualification of the
ratings of any Class of Certificates (or of any Class of CenterPoint I Companion
Loan Securities), the Master Servicer shall require the costs of such written
confirmation to be borne by the related Mortgagor. To the extent the terms of
the related Mortgage Loan documents or Companion Loan documents require the
Mortgagor to bear the costs of any confirmation of the Rating Agencies that an
action will not result in the downgrade, withdrawal or qualification of the
ratings of any Class of Certificates (or of any Class of CenterPoint I Companion
Loan Securities), the Master Servicer shall not waive the requirement that such
costs and expenses be borne by the related Mortgagor. To the extent that the
terms of the related Mortgage Loan documents or Companion Loan documents are
silent as to who bears the costs of any confirmation of the Rating Agencies that
an action will not result in the downgrade, withdrawal or qualification of the
ratings of any Class of Certificates (or of any Class of CenterPoint I Companion
Loan Securities), the Master Servicer shall use reasonable efforts to have the
Mortgagor bear such costs and expenses. The Master Servicer shall not be
responsible for the payment of such costs and expenses out of pocket.
(d) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
(e) The Master Servicer shall, to the extent permitted by the
related Mortgage Loan documents and Companion Loan documents and consistent with
the Servicing Standards, permit Escrow Payments to be invested only in Permitted
Investments.
(f) Within 60 days (or such shorter time period as is required by
the terms of the applicable Mortgage Loan documents) after the Closing Date, (i)
the applicable Mortgage Loan Seller shall notify each provider of a letter of
credit for each Mortgage Loan identified as having a letter of credit on the
Mortgage Loan Schedule, that the Trust (in care of the Master Servicer) for the
benefit of the Certificateholders and any related Companion Holders shall be the
beneficiary under each such letter of credit and (ii) the Master Servicer shall
notify each lessor under a Ground Lease for each Mortgage Loan identified as
subject to a leasehold interest on the Mortgage Loan Schedule, that the Master
Servicer or the Special Servicer shall service such Mortgage Loan for the
benefit of the Certificateholders. If a letter of credit is required to be drawn
upon earlier than the date the applicable Mortgage Loan Seller has notified the
provider of such letter of credit pursuant to clause (i) of the immediately
preceding sentence, such Mortgage Loan Seller shall cooperate with the
reasonable requests of the Master Servicer or Special Servicer in connection
with making a draw under such letter of credit. If the Mortgage Loan documents
do not require the related Mortgagor to pay any costs and expenses relating to
any modifications to the related letter of credit, then the applicable Mortgage
Loan Seller shall pay such costs and expenses. If the Mortgage Loan documents
require the related Mortgagor to pay any costs and expenses relating to any
modifications to the related letter of credit, and such Mortgagor fails to pay
such costs and expenses after the Master Servicer has exercised reasonable
efforts to collect such costs and expenses from such Mortgagor, then the Master
Servicer shall give the applicable Mortgage Loan Seller notice of such failure
and the amount of costs and expenses, and such Mortgage Loan Seller shall pay
such costs and expenses. The costs and expenses of any modifications to Ground
Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor
the Special Servicer shall have any liability for the failure of any Mortgage
Loan Seller to perform its obligations under the related Mortgage Loan Purchase
Agreement.
(g) Notwithstanding anything herein to the contrary, in no event
shall the Master Servicer (or the Trustee, as applicable) make a Servicing
Advance with respect to any Companion Loan to the extent the related AB Mortgage
Loan has been paid in full or is no longer included in the Trust Fund.
(h) Servicing and administration of each Companion Loan shall
continue hereunder for so long as the corresponding AB Mortgage Loan or any
related REO Property is part of the Trust Fund or for such longer period as any
amounts payable by the related Companion Holder to or for the benefit of the
Trust or any party hereto in accordance with the related Intercreditor Agreement
remain due and owing.
(i) The Special Servicer agrees that upon the occurrence of a
Servicing Transfer Event with respect to any AB Mortgage Loan or the CenterPoint
I Whole Loan or other Mortgage Loan that will become subject to an intercreditor
agreement in the future, it shall, subject to Section 3.21, use commercially
reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing
Standards and to the extent the Special Servicer determines such action is in
the best interests of the Trust Fund, all rights conveyed to the Trustee
pursuant to any related Intercreditor Agreement or other related intercreditor
agreement entered into in the future. The costs and expenses incurred by the
Special Servicer in connection with such enforcement shall be paid from the
Certificate Account as a trust fund expense.
(j) [Reserved].
(k) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the Master Servicer's and the Special
Servicer's obligations and responsibilities hereunder and the Master Servicer's
and the Special Servicer's authority with respect to the Houston Galleria
Mortgage Loan are limited by and subject to the terms of the Houston Galleria
Intercreditor Agreement and the rights of the Houston Galleria Master Servicer
and the Houston Galleria Special Servicer with respect thereto under the Houston
Galleria Pooling Agreement. The Master Servicer (or, with respect to any
Specially Serviced Mortgage Loan, the Special Servicer) shall use reasonable
best efforts consistent with the Servicing Standards to enforce the rights of
the Trustee (as holder of the Houston Galleria Mortgage Loan) under the Houston
Galleria Intercreditor Agreement and the Houston Galleria Pooling Agreement.
(l) The parties hereto acknowledge that the Houston Galleria
Mortgage Loan is subject to the terms and conditions of the Houston Galleria
Intercreditor Agreement and further acknowledge that, pursuant to the Houston
Galleria Intercreditor Agreement, (i) the Houston Galleria Mortgage Loan is to
be serviced and administered by the Houston Galleria Master Servicer and the
Houston Galleria Special Servicer in accordance with the Houston Galleria
Pooling Agreement, and (ii) in the event that (A) the Houston Galleria Senior
Companion Note and the Houston Galleria C Note are no longer part of the trust
fund created by the Houston Galleria Pooling Agreement and (B) the Houston
Galleria Mortgage Loan is included in the Trust Fund, then, as set forth in the
Houston Galleria Intercreditor Agreement, the Houston Galleria Whole Loan shall
be serviced in accordance with the applicable provisions of a pooling agreement
negotiated by the Houston Galleria Senior Companion Noteholder that is
substantially similar to the Houston Galleria Pooling Agreement, until such time
as a new servicing agreement has been agreed to by the parties to the Houston
Galleria Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies and Fitch
that such new servicing agreement would not result in a downgrade, qualification
or withdrawal of the then current ratings of any Class of Certificates then
outstanding.
(m) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the servicing and administration of the
CenterPoint I Whole Loan shall continue hereunder even if the CenterPoint I
Mortgage Loan is no longer part of the Trust Fund, until such time as a separate
servicing agreement is entered into in accordance with the CenterPoint I
Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which
it is not a party).
(n) Notwithstanding anything herein to the contrary, the parties
hereto acknowledge and agree that the Master Servicer's and the Special
Servicer's obligations and responsibilities hereunder and the Master Servicer's
and the Special Servicer's authority with respect to the CenterPoint I Mortgage
Loan are limited by and subject to the terms of the CenterPoint I Intercreditor
Agreement. The Master Servicer (or, with respect to any Specially Serviced Loan,
the Special Servicer) shall use reasonable efforts consistent with the Servicing
Standards to enforce the rights of the Trust Fund (as holder of the CenterPoint
I Mortgage Loan) under the CenterPoint I Intercreditor Agreement. In the event
of any conflict between this Agreement and the CenterPoint I Intercreditor
Agreement, the provisions of the CenterPoint I Intercreditor Agreement shall
control.
(o) For purposes of calculating the Monthly Payment with respect to
the CenterPoint I Companion Note, the Master Servicer, with respect to each Due
Date, shall use the Mortgage Rate provided to the Master Servicer by the holder
of the CenterPoint I Companion Note pursuant to the CenterPoint I Intercreditor
Agreement.
Section 3.02 Collection of Mortgage Loan Payments. (a) Each of the
Master Servicer and the Special Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Mortgage
Loans and Companion Loans (subject to the right of certain Companion Holders to
receive payments directly from the related Mortgagor pursuant to the related
Intercreditor Agreement) it is obligated to service hereunder, and shall follow
such collection procedures as are consistent with this Agreement (including,
without limitation, the Servicing Standards), provided that with respect to the
Mortgage Loans that have Anticipated Repayment Dates, so long as the related
Mortgagor is in compliance with each provision of the related Mortgage Loan
documents, the Master Servicer and the Special Servicer, shall not take any
enforcement action with respect to the failure of the related Mortgagor to make
any payment of Excess Interest, other than requests for collection, until the
maturity date of the related Mortgage Loan or the outstanding principal balance
of such Mortgage Loan has been paid in full; provided that the Master Servicer
or Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as
applicable, may in its discretion waive any Penalty Charge (other than a Penalty
Charge payable with respect to the CenterPoint I Companion Loan without the
consent of the holder of such CenterPoint I Companion Loan after the
securitization of the CenterPoint I A2 Note) in connection with any delinquent
payment on a Mortgage Loan or Companion Loan it is obligated to service
hereunder two times during any period of twenty-four consecutive months with
respect to any Mortgage Loan or Companion Loan; provided, that the Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any
Penalty Charge (other than a Penalty Charge payable with respect to the
CenterPoint I Companion Loan without the consent of the holder of such
CenterPoint I Companion Loan after the securitization of the CenterPoint I A2
Note) in connection with any delinquent payment on a Mortgage Loan or Companion
Loan one additional time in such 24-month period so long as no Advance or
additional Trust Fund expense has been incurred and remains unreimbursed to the
Trust with respect to such Mortgage Loan or Companion Loan. Any additional
waivers during such 24-month period with respect to such Mortgage Loan may be
made only after the Master Servicer or Special Servicer, as applicable, has
given notice of a proposed waiver to the Directing Certificateholder, and the
Directing Certificateholder has consented to such additional waiver (provided
that if the Master Servicer or Special Servicer, as applicable, fails to receive
a response to such notice from the Directing Certificateholder, in writing
within five (5) days of giving such notice, then the Directing Certificateholder
shall be deemed to have consented to such proposed waiver).
(b) All amounts collected on any Mortgage Loan or Companion Loan in
the form of payments from Mortgagors, Insurance and Condemnation Proceeds or
Liquidation Proceeds shall be applied to amounts due and owing under the related
Mortgage Note and Mortgage (including, without limitation, for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Note and Mortgage (and, with respect to each Loan Pair, the
related Intercreditor Agreement) and, in the absence of such express provisions,
such payments from Mortgagors, Insurance and Condemnation Proceeds or
Liquidation Proceeds shall be applied (after reimbursement first to the Trustee
and second to the Master Servicer for any related outstanding Advances
(including Workout Delayed Reimbursement Amounts that have not been reimbursed
to the Master Servicer) and interest thereon as provided herein and unpaid
servicing compensation, Liquidation Expenses and related additional Trust Fund
expenses): first, as a recovery of accrued and unpaid interest on such Mortgage
Loan or Companion Loan, as applicable, at the related Mortgage Rate in effect
from time to time to but not including the Due Date in the Due Period of
receipt; second, as a recovery of Unliquidated Advances, third as a recovery of
principal of such Mortgage Loan then due and owing, in each case, that were paid
from collections on the Mortgage Loans and resulted in principal distributed to
the Certificateholders being reduced as a result of the first proviso in the
definition of "Principal Distribution Amount", "Loan Group 1 Principal
Distribution Amount" or "Loan Group 2 Principal Distribution Amount"; fourth, as
a recovery of related Nonrecoverable Advances; fifth, in accordance with the
Servicing Standards, as a recovery of any other amounts due and owing on such
Mortgage Loan or Companion Loan, as applicable, including, without limitation,
Penalty Charges, Yield Maintenance Charges and Excess Interest; and sixth, as a
recovery of principal of such Mortgage Loan or Companion Loan, as applicable, to
the extent of its entire unpaid principal balance. Notwithstanding the
preceding, such provisions shall not be deemed to affect the priority of
distributions of payments. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in
respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by
the Mortgagor under the Mortgage Loan or Companion Loan, as applicable, in
accordance with the preceding sentence. Amounts collected on any REO Loan shall
be deemed to be applied in accordance with the definition thereof.
(c) To the extent consistent with the terms of the Mortgage Loans
(and, with respect to each Loan Pair, the related Companion Loan and
Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date
to amounts due and owing under the related Mortgage Loan or Companion Loan as if
such Insurance and Condemnation Proceeds were received on the Due Date
immediately succeeding the month in which such Insurance and Condemnation
Proceeds were received.
(d) In the event that the Master Servicer or Special Servicer
receives Excess Interest prior to the Determination Date for any Due Period, or
receives notice from the related Mortgagor that the Master Servicer or Special
Servicer will be receiving Excess Interest prior to the Determination Date for
any Due Period, the Master Servicer or Special Servicer, as applicable, will
promptly notify the Paying Agent. None of the Master Servicer, the Special
Servicer or the Paying Agent shall be responsible for any failure of the related
Mortgagor to pay any such Excess Interest. The preceding statements shall not,
however, be construed to limit the provisions of Section 3.02(a).
(e) With respect to any Mortgage Loan in connection with which the
Mortgagor was required to escrow funds or to post a letter of credit related to
obtaining certain performance objectives described in the applicable Mortgage
Loan documents, the Master Servicer shall, to the extent consistent with the
Servicing Standards, hold such escrows, letters of credit and proceeds thereof
as additional collateral and not apply such items to reduce the principal
balance of such Mortgage Loan unless otherwise required to do so pursuant to the
applicable Mortgage Loan documents, applicable law or court order.
(f) Promptly following the Closing Date, the Trustee shall send
written notice (in the form attached hereto as Exhibit W) to the Houston
Galleria Master Servicer stating that, as of the Closing Date, the Trustee is
the holder of the Houston Galleria Mortgage Loan and directing the Houston
Galleria Master Servicer to remit to the Master Servicer all amounts payable to,
and to forward, deliver or otherwise make available, as the case may be, to the
Master Servicer all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to,
the holder of the Houston Galleria Mortgage Loan under the Houston Galleria
Intercreditor Agreement and the Houston Galleria Pooling Agreement. The Master
Servicer shall, within two Business Days of receipt, deposit into the
Certificate Account all amounts received with respect to the Houston Galleria
Mortgage Loan, the Houston Galleria Mortgaged Property or any related REO
Property.
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) The Master Servicer shall establish and maintain one or
more accounts (the "Servicing Accounts"), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in
accordance with the Mortgage Loan documents and Companion Loan documents. Any
Servicing Accounts related to the CenterPoint I Whole Loan shall be held for the
benefit of the Certificateholders and the CenterPoint I Companion Noteholders,
but this shall not be construed to modify their respective interests therein as
set forth in the CenterPoint I Intercreditor Agreement. Amounts on deposit in
Servicing Accounts may only be invested in accordance with the terms of the
related Mortgage Loan documents or in Permitted Investments in accordance with
the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to
the extent permitted by the terms of the related Mortgage Loan documents.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of items for which Escrow Payments were collected and
comparable items; (ii) reimburse the Trustee, and then the Master Servicer, if
applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as
may be determined to be overages; (iv) pay interest to Mortgagors on balances in
the Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan or Companion Loan and as described below or, if not so required,
to the Master Servicer; (v) after the occurrence of an event of default under
the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness
under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the
related Mortgage Loan documents; or (viii) clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As
part of its servicing duties, the Master Servicer shall pay or cause to be paid
to the Mortgagors interest on funds in Servicing Accounts, to the extent
required by law or the terms of the related Mortgage Loan or Companion Loan;
provided, however, that in no event shall the Master Servicer be required to
remit to any Mortgagor any amounts in excess of actual net investment income or
funds in the related Servicing Account. If allowed by the related Mortgage Loan
documents and applicable law, the Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.
(b) The Special Servicer, in the case of REO Loans (other than any
REO Loan succeeding the Houston Galleria Mortgage Loan), and the Master
Servicer, in the case of all other Mortgage Loans other than the Houston
Galleria Mortgage Loan (and each Companion Loan), shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans (other than
any REO Loan succeeding the Houston Galleria Mortgage Loan), and the Master
Servicer, in the case of all other Mortgage Loans and Companion Loans, shall use
reasonable efforts consistent with the Servicing Standards to obtain, from time
to time, all bills for the payment of such items (including renewal premiums)
and shall effect payment thereof from the REO Account or by the Master Servicer
as Servicing Advances prior to the applicable penalty or termination date and,
in any event, prior to the institution of foreclosure or similar proceedings
with respect to the related Mortgaged Property for nonpayment of such items,
employing for such purpose Escrow Payments (which shall be so applied by the
Master Servicer at the written direction of the Special Servicer in the case of
REO Loans) as allowed under the terms of the related Mortgage Loan or Companion
Loan, other than the Houston Galleria Mortgage Loan. The Master Servicer shall
service and administer any reserve accounts (including monitoring, maintaining
or changing the amounts of required escrows) in accordance with the terms of
such Mortgage Loan and the Servicing Standards. To the extent that a Mortgage
Loan (other than the Houston Galleria Mortgage Loan or a Companion Loan) does
not require a Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
the Special Servicer, in the case of REO Loans, and the Master Servicer, in the
case of all other Mortgage Loans and Companion Loans, shall use reasonable
efforts consistent with the Servicing Standards to cause the Mortgagor to comply
with its obligation to make payments in respect of such items at the time they
first become due and, in any event, prior to the institution of foreclosure or
similar proceedings with respect to the related Mortgaged Property for
nonpayment of such items.
(c) In accordance with the Servicing Standards and for all Mortgage
Loans (other than the Houston Galleria Mortgage Loan) and Loan Pairs, the Master
Servicer shall advance all such funds as are necessary for the purpose of
effecting the payment of (i) real estate taxes, assessments and other similar
items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent
Escrow Payments collected from the related Mortgagor (or related REO Revenues,
if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however,
that the particular advance would not, if made, constitute a Nonrecoverable
Servicing Advance and provided, further, however, that with respect to the
payment of taxes and assessments, the Master Servicer shall not be required to
make such advance until the later of five Business Days after the Master
Servicer, the Special Servicer or the Trustee, as applicable, has received
confirmation that such item has not been paid or the date prior to the date
after which any penalty or interest would accrue in respect of such taxes or
assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five Business Days' written (facsimile or electronic) notice before
the date on which the Master Servicer is requested to make any Servicing Advance
with respect to a given Specially Serviced Mortgage Loan or REO Property;
provided, however, that only two Business Days' written (facsimile or
electronic) notice shall be required in respect of Servicing Advances required
to be made on an emergency or urgent basis; provided, further, that the Special
Servicer shall not be entitled to make such a request (other than for Servicing
Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one
Servicing Advance). The Master Servicer may pay the aggregate amount of such
Servicing Advances listed on a monthly request to the Special Servicer, in which
case the Special Servicer shall remit such Servicing Advances to the ultimate
payees. In addition, the Special Servicer shall provide the Master Servicer and
the Trustee with such information in its possession as the Master Servicer or
the Trustee, as applicable, may reasonably request to enable the Master Servicer
or the Trustee, as applicable, to determine whether a requested Servicing
Advance would constitute a Nonrecoverable Advance. On the first Business Day
after the Determination Date for the related Distribution Date, the Special
Servicer shall report to the Master Servicer if the Special Servicer determines
any Servicing Advance previously made by the Master Servicer with respect to a
Specially Serviced Mortgage Loan or REO Loan is a Nonrecoverable Servicing
Advance. The Master Servicer shall be entitled to conclusively rely on such a
determination, and such determination shall be binding upon the Master Servicer,
but shall in no way limit the ability of the Master Servicer, in the absence of
such determination, to make its own determination that any Advance is a
Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Master Servicer or the Special Servicer
in effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, the Paying Agent's calculation of monthly
distributions to Certificateholders, be added to the unpaid principal balances
of the related Mortgage Loans or the Companion Loans, notwithstanding that the
terms of such Mortgage Loans or the Companion Loans so permit. If the Master
Servicer fails to make any required Servicing Advance as and when due (including
any applicable cure periods), to the extent the Trustee has actual knowledge of
such failure, the Trustee shall make such Servicing Advance pursuant to Section
7.05. Notwithstanding anything herein to the contrary, no Servicing Advance
shall be required hereunder if such Servicing Advance would, if made, constitute
a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall
consider Unliquidated Advances in respect of prior Servicing Advances for
purposes of nonrecoverability determinations. The Special Servicer shall not
make any Servicing Advances under this Agreement.
Notwithstanding anything to the contrary contained in this Section
3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially
Serviced Mortgage Loans and REO Loans) to make a payment from amounts on deposit
in the Certificate Account (which shall be deemed first made from amounts
distributable as principal and then from all other amounts comprising general
collections) to pay for certain expenses set forth below notwithstanding that
the Master Servicer (or Special Servicer, as applicable) has determined that a
Servicing Advance with respect to such expenditure would be a Nonrecoverable
Servicing Advance (unless, with respect to Specially Serviced Mortgage Loans or
REO Loans, the Special Servicer has notified the Master Servicer to not make
such expenditure), where making such expenditure would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any
event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan; provided
that in each instance, the Master Servicer or the Special Servicer, as
applicable, determines in accordance with the Servicing Standards (as evidenced
by an Officer's Certificate delivered to the Trustee) that making such
expenditure is in the best interest of the Certificateholders (and, if
applicable the Companion Holders), all as a collective whole. The Master
Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust Fund pursuant to the terms of 3.19(c). The
parties acknowledge that pursuant to the Houston Galleria Pooling Agreement, the
Houston Galleria Master Servicer is obligated to make servicing advances with
respect to the Houston Galleria Whole Loan. The Houston Galleria Master Servicer
shall be entitled to reimbursement for Nonrecoverable Servicing Advances with
respect to the Houston Galleria Whole Loan (with, in each case, any accrued and
unpaid interest thereon provided for under the Houston Galleria Pooling
Agreement) in the manner set forth in the Houston Galleria Pooling Agreement and
the Houston Galleria Intercreditor Agreement.
(d) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a), the Trustee and then the
Master Servicer, as the case may be, shall be entitled to receive, out of any
amounts then on deposit in the Certificate Account interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such Servicing
Advance from the date made to, but not including, the date of reimbursement. The
Master Servicer shall reimburse itself or the Trustee, as the case may be, for
any outstanding Servicing Advance as soon as practically possible after funds
available for such purpose are deposited in the Certificate Account subject to
the Master Servicer's or the Trustee's (as applicable) options and rights to
defer recovery of such amounts as provided herein.
(e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Mortgage Loan (other than
the Houston Galleria Mortgage Loan), the Master Servicer shall request from the
Mortgagor written confirmation thereof within a reasonable time after the later
of the Closing Date and the date as of which such plan is required to be
established or completed. To the extent any repairs, capital improvements,
actions or remediations are required to have been taken or completed pursuant to
the terms of the Mortgage Loan (other than the Houston Galleria Mortgage Loan),
the Master Servicer shall request from the Mortgagor written confirmation of
such actions and remediations within a reasonable time after the later of the
Closing Date and the date as of which such action or remediations are required
to be or to have been taken or completed. To the extent a Mortgagor shall fail
to promptly respond to any inquiry described in this Section 3.03(e), the Master
Servicer shall report any such failure to the Special Servicer within a
reasonable time after the date as of which such actions or remediations are
required to be or to have been taken or completed.
Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, the Companion Distribution Account, the Interest Reserve
Account, the Gain-on-Sale Reserve Account and the Excess Interest Distribution
Account. (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, a Certificate Account in which the Master Servicer
shall deposit or cause to be deposited on a daily basis and in no event later
than two Business Days following receipt of available funds (in the case of
payments by Mortgagors or other collections on the Mortgage Loans or Companion
Loans), except as otherwise specifically provided herein, the following payments
and collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans or
Companion Loans due and payable on or before the Cut-off Date, which payments
shall be delivered promptly to the appropriate Mortgage Loan Seller or its
designee and other than any amounts received from Mortgagors which are received
in connection with the purchase of defeasance collateral), or payments (other
than Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans or Companion Loans;
(ii) all payments on account of interest on the Mortgage Loans or
Companion Loans, including Excess Interest, Yield Maintenance Charges and
Default Interest;
(iii) late payment charges and other Penalty Charges to the extent
required to offset interest on Advances and additional Trust Fund expenses
(other than Special Servicing Fees, Workout Fees or Liquidation Fees) as
required by Section 3.11;
(iv) all Insurance and Condemnation Proceeds and Liquidation
Proceeds (other than Gain-on-Sale Proceeds) received in respect of any
Mortgage Loan, Companion Loan or REO Property (other than (i) Liquidation
Proceeds that are received in connection with the purchase by the Master
Servicer, the Special Servicer, the Holders of the Controlling Class, or
the Holders of the Class LR Certificates of all the Mortgage Loans and any
REO Properties in the Trust Fund and that are to be deposited in the
Lower-Tier Distribution Account pursuant to Section 9.01 and (ii) if
applicable, proceeds that are received in connection with the purchase of
a Companion Loan from a securitization by the related mortgage loan
seller, which shall be paid directly to the servicer of such
securitization) together with any recovery of Unliquidated Advances in
respect of the related Mortgage Loans;
(v) any amounts required to be transferred from the REO Account
pursuant to Section 3.16(c);
(vi) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Certificate Account; and
(vii) any amounts required to be deposited by the Master Servicer or
the Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard or master single
interest policy.
Notwithstanding the foregoing requirements, the Master Servicer need
not deposit into the Certificate Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with
the terms of Section 3.05 and shall be entitled to instead immediately pay such
amount directly to the Person(s) entitled thereto provided, that such amounts
shall be applied in accordance with the terms hereof.
The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, defeasance fees, or amounts collected for
Mortgagor checks returned for insufficient funds need not be deposited by the
Master Servicer in the Certificate Account. If the Master Servicer shall deposit
in the Certificate Account any amount not required to be deposited therein, it
may at any time withdraw such amount from the Certificate Account, any provision
herein to the contrary notwithstanding. Assumption, extension and modification
fees actually received from Mortgagors on Specially Serviced Mortgage Loans
shall be promptly delivered to the Special Servicer as additional servicing
compensation.
Upon receipt of any of the foregoing amounts in clauses (i)-(iv)
above with respect to any Specially Serviced Mortgage Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master
Servicer for deposit into the Certificate Account, in accordance with this
Section 3.04(a). Any such amounts received by the Special Servicer with respect
to an REO Property shall be deposited by the Special Servicer into the REO
Account and remitted to the Master Servicer for deposit into the Certificate
Account, pursuant to Section 3.16(c). With respect to any such amounts paid by
check to the order of the Special Servicer, the Special Servicer shall endorse
without recourse or warranty such check to the order of the Master Servicer and
shall promptly deliver any such check to the Master Servicer by overnight
courier.
Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Certificate Account shall be located at Escrow Bank in Midvale, Utah.
The Master Servicer shall give notice to the Trustee, the Special Servicer, the
Paying Agent and the Depositor of the new location of the Certificate Account
prior to any change thereof.
(b) The Paying Agent, on behalf of the Trustee, shall establish and
maintain the Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account
and the Gain-on-Sale Reserve Account in trust for the benefit of the
Certificateholders (and the Trustee as holder of the Uncertificated Lower-Tier
Interests). The Master Servicer shall deliver to the Paying Agent each month, on
or before the P&I Advance Date therein, for deposit in the Lower-Tier
Distribution Account, that portion of the Available Distribution Amount
attributable to the Mortgage Loans (in each case, calculated without regard to
clauses (a)(iv), (a)(viii), (c) and (d) of the definition of Available
Distribution Amount) for the related Distribution Date and in the Excess
Interest Distribution Account all Excess Interest for the related Distribution
Date then on deposit in the Certificate Account after giving effect to
withdrawals of funds pursuant to Section 3.05(a)(ii)-(xx).
With respect to the Companion Loans (excluding the Houston Galleria
Companion Notes), the Companion Paying Agent shall establish and maintain an
account, which may be a subaccount of the Certificate Account, for distributions
to each Companion Holder (the "Companion Distribution Account") to be held for
the benefit of the related Companion Holder and shall, promptly upon receipt,
deposit in the Companion Distribution Account any and all amounts received by
the Companion Paying Agent that are required by the terms of this Agreement to
be deposited therein. The Master Servicer shall deliver to the Companion Paying
Agent each month, on or before the P&I Advance Date therein, for deposit in the
Companion Distribution Account, an aggregate amount of immediately available
funds, to the extent of available funds, equal to the amount to be distributed
to the related Companion Holder pursuant to the terms of this Agreement and the
related Intercreditor Agreement.
Notwithstanding the preceding paragraph, the following provisions
shall apply to remittances relating to the CenterPoint I Companion Notes. On
each CenterPoint I Remittance Date, the Master Servicer shall withdraw from the
Certificate Account (or applicable portion thereof) an aggregate amount equal to
all payments and/or collections actually received on such CenterPoint I
Companion Notes on or prior to such dates; provided, however, that in no event
shall the Master Servicer be required to transfer to the Companion Distribution
Account any portion thereof that is payable or reimbursable to or at the
direction of any party to this Agreement under the other provisions of this
Agreement and/or the CenterPoint I Intercreditor Agreement. On each CenterPoint
I Remittance Date, the Companion Paying Agent shall make the payments and
remittance described in Section 4.01(j) of this Agreement, which payments and
remittance shall be made, in each case, on the CenterPoint I Remittance Date.
The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account, the Interest Reserve Account and the Companion Distribution Account may
be subaccounts of a single Eligible Account, which shall be maintained as a
segregated account separate from other accounts.
In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the third preceding paragraph, the
Master Servicer shall, as and when required hereunder, deliver to the Paying
Agent for deposit in the Lower-Tier Distribution Account:
(i) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.19 as Compensating Interest Payments in connection
with Prepayment Interest Shortfalls;
(ii) any P&I Advances required to be made by the Master Servicer in
accordance with Section 4.03;
(iii) any Liquidation Proceeds paid by the Master Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of
the Class LR Certificates in connection with the purchase of all of the
Mortgage Loans and any REO Properties in the Trust Fund pursuant to
Section 9.01 (exclusive of that portion thereof required to be deposited
in the Certificate Account pursuant to Section 9.01);
(iv) any Yield Maintenance Charges actually collected; and
(v) any other amounts required to be so delivered for deposit in the
Lower-Tier Distribution Account pursuant to any provision of this
Agreement.
If, as of the close of business (New York City time), on any P&I
Advance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v) are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Paying Agent for deposit in the
Lower-Tier Distribution Account and the Excess Interest Distribution Account the
amounts required to be deposited therein pursuant to the provisions of this
Agreement (including any P&I Advance pursuant to Section 4.03(a) hereof), the
Master Servicer shall pay the Paying Agent interest on such late payment at the
Prime Rate from and including the date such payment was required to be made
(without regard to any grace period set forth in Section 7.01(a)(i)(B)) until
(but not including) the date such late payment is received by the Paying Agent.
The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Paying Agent that are required by the terms
of this Agreement to be deposited therein.
Promptly on each Distribution Date, the Paying Agent shall be deemed
to withdraw from the Lower-Tier Distribution Account and deposit in the
Upper-Tier Distribution Account an aggregate amount of immediately available
funds equal to the Lower-Tier Regular Distribution Amount and the amount of any
Yield Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively.
Funds on deposit in the Gain-on-Sale Reserve Account, the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
Distribution Account and the Lower-Tier Distribution Account shall remain
uninvested. As of the Closing Date, the Interest Reserve Account, the Upper-Tier
Distribution Account and the Lower-Tier Distribution Account shall be located at
the offices of the Paying Agent. The Paying Agent shall give notice to the
Trustee, the Master Servicer and the Depositor of the location of the Interest
Reserve Account, the Upper-Tier Distribution Account, the Lower-Tier
Distribution Account the Excess Interest Distribution Account and, if
established, the Gain-on-Sale Reserve Account, and of the proposed location of
such accounts prior to any change thereof.
(c) Prior to any Determination Date for the first Due Period during
which Excess Interest is received on any Mortgage Loan, and upon notification
from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the
Paying Agent, on behalf of the Certificateholders, shall establish and maintain
the Excess Interest Distribution Account in the name of the Paying Agent in
trust for the benefit of the Class S Certificateholders. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account
(or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Paying Agent for
deposit in the Excess Interest Distribution Account an amount equal to the
Excess Interest received prior to the Determination Date for the applicable Due
Period.
Following the distribution of Excess Interest to Class S
Certificateholders on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Paying Agent shall terminate the Excess Interest
Distribution Account.
(d) The Paying Agent shall establish (upon notice from the Special
Servicer of an event occurring that generates Gain-on-Sale Proceeds) and
maintain the Gain-on-Sale Reserve Account in trust for the benefit of the
Certificateholders. The Gain-on-Sale Reserve Account shall be maintained as an
Eligible Account (or as a subaccount of an Eligible Account), separate and apart
from trust funds for mortgage pass-through certificates of other series
administered by the Paying Agent. Funds in the Gain-on-Sale Reserve Account
shall be held uninvested.
(e) Upon the disposition of any REO Property in accordance with
Section 3.09 or Section 3.18, the Special Servicer will calculate the
Gain-on-Sale Proceeds, if any, realized in connection with such sale and remit
such funds to the Paying Agent for deposit into the Gain-on-Sale Reserve
Account, other than Gain-on-Sale Proceeds allocable to the Companion Loans,
which shall be remitted to the Companion Paying Agent for deposit into the
Companion Distribution Account.
Section 3.05 Permitted Withdrawals from the Certificate Account, the
Distribution Accounts, the Companion Distribution Account and the Excess
Interest Distribution Account. (a) The Master Servicer may, from time to time,
make withdrawals from the Certificate Account for any of the following purposes
(without duplication):
(i) (A) no later than 4:00 p.m. New York City time on each P&I
Advance Date, to remit to the Paying Agent for deposit in the Lower-Tier
Distribution Account and the Excess Interest Distribution Account the
amounts required to be remitted pursuant to the first paragraph of Section
3.04(b) and Section 3.04(c) or that may be applied to make P&I Advances
pursuant to Section 4.03(a) and (B) pursuant to the second paragraph of
Section 3.04(b), to remit to the Companion Paying Agent for deposit in the
Companion Distribution Account the amounts required to be so deposited on
the date specified in the related Intercreditor Agreement with respect to
the Companion Loans;
(ii) (A) to pay itself unpaid Servicing Fees in respect of each
Mortgage Loan, Companion Loan, Specially Serviced Mortgage Loan and REO
Loan, as applicable, the Master Servicer's rights to payment of Servicing
Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan,
Companion Loan, Specially Serviced Mortgage Loan or REO Loan, as
applicable, being limited to amounts received on or in respect of such
Mortgage Loan or Companion Loan (whether in the form of payments,
Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO
Loan (whether in the form of REO Revenues, Liquidation Proceeds or
Insurance and Condemnation Proceeds), that are allocable as recovery of
interest thereon and (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each
Specially Serviced Mortgage Loan or REO Loan or Corrected Mortgage Loan,
as applicable, and any expense incurred by the Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a),
remaining unpaid first, out of related REO Revenues, Liquidation Proceeds
and Insurance and Condemnation Proceeds, and then out of general
collections on the Mortgage Loans and REO Properties (provided that with
respect to the CenterPoint I Whole Loan, such expenses shall be reimbursed
as among the CenterPoint I Notes in the priority and subject to the
limitations set forth in the CenterPoint I Intercreditor Agreement);
(iii) to reimburse the Trustee and itself, as applicable (in that
order), for xxxxxxxxxxxx X&X Advances, the Master Servicer's or the
Trustee's right to reimbursement pursuant to this clause (iii) being
limited to amounts received which represent Late Collections of interest
(net of the related Servicing Fee) on and principal of the particular
Mortgage Loans and REO Loans with respect to which such P&I Advances were
made; provided, however, that if such P&I Advance becomes a
Workout-Delayed Reimbursement Amount, then such P&I Advance shall
thereafter be reimbursed from the portion of general collections and
recoveries on or in respect of the Mortgage Loans and REO Properties on
deposit in the Certificate Account from time to time that represent
collections or recoveries of principal to the extent provided in clause
(v) below (to be allocated between the Loan Groups as set forth in the
last paragraph of Section 3.05 (a)) (provided that with respect to the
CenterPoint I Mortgage Loan, reimbursement of P&I Advances shall be made
only from amounts collected with respect to the CenterPoint I Mortgage
Loan (and not from any amounts collected with respect to the CenterPoint I
Companion Note) prior to reimbursement from other funds unrelated to the
CenterPoint I Whole Loan on deposit in the Certificate Account);
(iv) to reimburse first the Trustee, then itself, as applicable (in
that order), for unreimbursed Servicing Advances, the Master Servicer's or
the Trustee's respective rights to receive payment pursuant to this clause
(iv) with respect to any Mortgage Loan (other than the Houston Galleria
Mortgage Loan), Companion Loan or REO Property being limited to, as
applicable, related payments, Liquidation Proceeds, Insurance and
Condemnation Proceeds and REO Revenues (provided that, in case of such
reimbursement relating to an AB Mortgage Loan, such reimbursements shall
be made first, from amounts collected on the related Companion Loan and
then from the related Mortgage Loan in accordance with the terms of the
related Intercreditor Agreement; and provided that, in case of such
reimbursement relating to the CenterPoint I Whole Loan, such
reimbursements shall be made from amounts collected on the CenterPoint I
Notes, pro rata, as among such CenterPoint I Notes, in accordance with the
terms of the related CenterPoint I Intercreditor Agreement prior to
reimbursement from other funds unrelated to the CenterPoint I Whole Loan
on deposit in the Certificate Account); provided, however, that if such
Servicing Advance becomes a Workout Delayed Reimbursement Amount, then
such Servicing Advance shall thereafter be reimbursed from the portion of
general collections and recoveries on or in respect of the Mortgage Loans
and REO Properties on deposit in the Certificate Account from time to time
that represent collections or recoveries of principal to the extent
provided in clause (v) below (to be allocated between the Loan Groups as
set forth in the last paragraph of Section 3.05(a));
(v) to reimburse the Trustee and then itself, as applicable (in that
order) (1) for Nonrecoverable Advances first, out of REO Revenues,
Liquidation Proceeds and Insurance and Condemnation Proceeds received on
the related Mortgage Loan and Companion Loan (with respect to such
Companion Loan, only for Nonrecoverable Servicing Advances), then, out of
the principal portion of general collections on the Mortgage Loans and REO
Properties (to be allocated between the Loan Groups as set forth in the
last paragraph of Section 3.05 (a)), then, to the extent the principal
portion of general collections is insufficient and with respect to such
excess only, subject to any exercise of the sole option to defer
reimbursement thereof pursuant to Section 3.19(c), out of other
collections on the Mortgage Loans and REO Properties and, (2) with respect
to the Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties (to be
allocated between the Loan Groups as set forth in the last paragraph of
Section 3.05 (a)), net of such amounts being reimbursed pursuant to (1)
above (provided that, in case of such reimbursement relating to an AB
Mortgage Loan, such reimbursement shall be made first, from amounts
collected on the related Companion Loan and then from the related Mortgage
Loan in accordance with the terms of the related Intercreditor Agreement;
and provided that, in case of such reimbursement relating to the
CenterPoint I Whole Loan, such reimbursements in this clause (v) shall be
made only with respect to Nonrecoverable Servicing Advances and from
amounts collected on the CenterPoint I Notes, pro rata as among such
CenterPoint I Notes; provided, further, that with respect to the
CenterPoint I Mortgage Loan, reimbursement of P&I Advances from funds
collected from the CenterPoint I Whole Loan shall be made only from
amounts collected with respect to the CenterPoint I Mortgage Loan (and not
from any amounts collected with respect to the CenterPoint I Companion
Note), in accordance with the terms of the CenterPoint I Intercreditor
Agreement prior to reimbursement from other funds unrelated to the
CenterPoint I Whole Loan on deposit in the Certificate Account) or to pay
itself, with respect to any Mortgage Loan and the Companion Loans, if
applicable, or REO Property any related earned Servicing Fee that remained
unpaid in accordance with clause (ii) above following a Final Recovery
Determination made with respect to such Mortgage Loan or REO Property and
the deposit into the Certificate Account of all amounts received in
connection therewith;
(vi) at such time as it reimburses the Trustee, itself and then the
Special Servicer, as applicable (in that order) or any servicing party for
a related securitization trust in respect of the CenterPoint I Companion
Loan for (a) any xxxxxxxxxxxx X&X Advance (including any such P&I Advance
that constitutes a Workout-Delayed Reimbursement Amount) pursuant to
clause (iii) above, to pay itself and then the Special Servicer and/or the
Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(c), (b)
any unreimbursed Servicing Advances (including any such Servicing Advance
that constitutes a Workout-Delayed Reimbursement Amount) pursuant to
clause (iv) above, to pay itself or the Trustee, as the case may be, any
interest accrued and payable thereon in accordance with Sections 3.03(d)
and 3.11(c) or (c) any Nonrecoverable Advances pursuant to clause (v)
above, to pay itself or the Trustee or such other servicing party, as the
case may be, any interest accrued and payable thereon; provided that in
all events interest on P&I Advances on any CenterPoint I Note shall not be
paid from funds allocable to the other CenterPoint I Note;
(vii) to reimburse itself, the Special Servicer or the Trustee, as
the case may be, for any unreimbursed expenses reasonably incurred by such
Person in respect of any Breach or Defect giving rise to a repurchase or
substitution obligation of the applicable Mortgage Loan Seller under
Section 6 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the
repurchase or substitution obligation, each such Person's right to
reimbursement pursuant to this clause (vii) with respect to any Mortgage
Loan or Companion Loan being limited to that portion of the Purchase Price
or Substitution Shortfall Amount paid with respect to such Mortgage Loan
or Companion Loan that represents such expense in accordance with clause
(iv) of the definition of Purchase Price; provided that, in case of such
reimbursement relating to an AB Mortgage Loan, such reimbursements shall
be made first, from amounts collected on the related Companion Loan and
then from the related AB Mortgage Loan to the extent provided in the
related Intercreditor Agreement;
(viii) in accordance with Section 2.03(e), to reimburse itself or
the Special Servicer, as the case may be, first, out of Liquidation
Proceeds, Insurance and Condemnation Proceeds, and then out of general
collections on the Mortgage Loans and REO Properties, for any unreimbursed
expense reasonably incurred by such Person in connection with the
enforcement of the applicable Mortgage Loan Seller's obligations under
Section 6 of the applicable Mortgage Loan Purchase Agreement, but only to
the extent that such expenses are not reimbursable pursuant to clause
(vii) above or otherwise (provided that, in case of such reimbursement out
of Liquidation Proceeds, and Insurance and Condemnation Proceeds described
above relating to an AB Mortgage Loan, such reimbursements shall be made
first, from amounts collected on the related Companion Loan and then from
general collections on the Mortgage Loans in accordance with the terms of
the related Intercreditor Agreement), except that in the case of the
CenterPoint I Mortgage Loan, such amounts shall be reimbursed only from
amounts payable with respect to the CenterPoint I Mortgage Loan in
accordance with the CenterPoint I Intercreditor Agreement and not from the
related CenterPoint I Companion Note;
(ix) to pay for costs and expenses incurred by the Trust Fund
pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds, and then out of general
collections on the Mortgage Loans and REO Properties (provided that, in
case of such reimbursement relating to an AB Mortgage Loan, such
reimbursements shall be made first, from amounts collected on the related
Companion Loan and then from the related Mortgage Loan in accordance with
the terms of the related Intercreditor Agreement);
(x) to pay itself, as additional servicing compensation in
accordance with Section 3.11(a), (a) (A) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the
Certificate Account and the Companion Distribution Account as provided in
Section 3.06(b) (but only to the extent of the Net Investment Earnings
with respect to the Certificate Account and the Companion Distribution
Account for the period from and including the prior Distribution Date to
and including the P&I Advance Date related to such Distribution Date) and
(B) Penalty Charges (other than Penalty Charges collected while the
related Mortgage Loan is a Specially Serviced Mortgage Loan), but only to
the extent collected from the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Mortgage Loan
have been paid and such Penalty Charges are not needed to pay interest on
Advances or costs and expenses incurred by the Trust Fund (other than
Special Servicing Fees) in accordance with Section 3.11(d); and (b) to pay
the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced
Mortgage Loans (but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with
respect to the related Specially Serviced Mortgage Loan have been paid and
such Penalty Charges are not needed to pay interest on Advances or costs
and expenses incurred by the Trust Fund in accordance with Section
3.11(d));
(xi) to recoup any amounts deposited in the Certificate Account in
error;
(xii) to pay itself, the Special Servicer, the Depositor or any of
their respective directors, officers, members, managers, employees and
agents, as the case may be, out of general collections, any amounts
payable to any such Person pursuant to Section 6.03(a) or 6.03(b)
(provided that, in case of such payments relating to an AB Mortgage Loan,
such reimbursements shall be made first, from amounts collected on the
related Companion Loan and then from the related Mortgage Loan in
accordance with the terms of the related Intercreditor Agreement) prior to
being payable out of general collections);
(xiii) to pay for (a) the cost of the Opinions of Counsel
contemplated by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a), 3.20(d) and
10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any
Opinion of Counsel contemplated by Section 12.01(a) or 12.01(c) in
connection with an amendment to this Agreement requested by the Trustee or
the Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and (c) the cost of obtaining the REO
Extension contemplated by Section 3.16(a) (provided that, in case of such
payments relating to an AB Mortgage Loan, such reimbursements shall be
made first, from amounts collected on the related Companion Loan and then
from the related Mortgage Loan in accordance with the terms of the related
Intercreditor Agreement prior to being payable out of general
collections);
(xiv) to pay out of general collections on the Mortgage Loans and
REO Properties any and all federal, state and local taxes imposed on the
Upper-Tier REMIC, the Lower-Tier REMIC, or any of their assets or
transactions, together with all incidental costs and expenses, to the
extent that none of the Master Servicer, the Special Servicer, the Paying
Agent or the Trustee is liable therefor pursuant to Section 10.01(g);
(xv) to reimburse the Paying Agent out of general collections on the
Mortgage Loans and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund pursuant to Section 10.01(c);
(xvi) to pay itself, the Special Servicer or the applicable Mortgage
Loan Seller, as the case may be, with respect to each Mortgage Loan, if
any, previously purchased by such Person pursuant to this Agreement, all
amounts received thereon subsequent to the date of purchase relating to
periods after the date of purchase; or, in the case of the substitution
for a Mortgage Loan by a Mortgage Loan Seller pursuant to Section 2.03(b),
to pay such Mortgage Loan Seller with respect to the replaced Mortgage
Loan all amounts received thereon subsequent to the date of substitution,
and with respect to the related Qualified Substitute Mortgage Loan(s), all
Monthly Payments due thereon during or prior to the month of substitution,
in accordance with the last two sentences of the first paragraph of
Section 2.03(b);
(xvii) to remit to the Paying Agent for deposit in the Interest
Reserve Account the amounts required to be deposited in the Interest
Reserve Account pursuant to Section 3.25;
(xviii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01;
(xix) to remit to the Companion Paying Agent for deposit into the
Companion Distribution Account the amounts required to be deposited
pursuant to the second paragraph of Section 3.04(b); and
(xx) to pay for any expenditures to be borne by the Trust Fund
pursuant to the second paragraph of Section 3.03(c).
The Master Servicer shall also be entitled to make withdrawals from
time to time, from the Certificate Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the Houston Galleria Master
Servicer, Houston Galleria Special Servicer, Houston Galleria Trustee or Houston
Galleria Paying Agent by the holder of the Houston Galleria Mortgage Loan
pursuant to the Houston Galleria Intercreditor Agreement and the Houston
Galleria Pooling Agreement.
The Master Servicer shall keep and maintain separate accounting
records, on a loan by loan and property by property basis when appropriate, for
the purpose of justifying any withdrawal from the Certificate Account.
The Master Servicer shall pay to the Special Servicer or the Paying
Agent from the Certificate Account amounts permitted to be paid to it therefrom
monthly upon receipt of a certificate of a Servicing Officer of the Special
Servicer or a Responsible Officer of the Paying Agent describing the item and
amount to which the Special Servicer or the Paying Agent is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to
re-calculate the amounts stated therein. The Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Mortgage Loan and REO
Loan, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Certificate Account.
To the extent a Nonrecoverable Advance or Workout Delayed
Reimbursement Amount with respect to a Mortgage Loan is required to be
reimbursed from the principal portion of the general collections on the Mortgage
Loans pursuant to clauses (iii), (iv) or (v) of this Section 3.05(a), such
reimbursement shall be made first, from the principal collection available on
the Mortgage Loans included in the same Loan Group as such Mortgage Loan and if
the principal collections in such Loan Group are not sufficient to make such
reimbursement in full, then from the principal collections available in the
other Loan Group (after giving effect to any reimbursement of Nonrecoverable
Advances and Workout Delayed Reimbursement Amounts related to such other Loan
Group. To the extent a Nonrecoverable Advance with respect to a Mortgage Loan is
required to be reimbursed from the interest portion of the general collections
on the Mortgage Loans pursuant to clauses (iii), (iv) or (v) of this Section
3.05(a), such reimbursement shall be made first, from the interest collections
available on the Mortgage Loans included in the same Loan Group as such Mortgage
Loan and if the interest collections in such Loan Group are not sufficient to
make such reimbursement in full, then from the interest collections available in
the other Loan Group (after giving effect to any reimbursement of Nonrecoverable
Advances related to such other Loan Group); provided, however, that this
provision shall not result in any change in the interest distributions required
under Section 4.01(a)(i) of this Agreement.
(b) The Paying Agent, may, from time to time, make withdrawals from
the Lower-Tier Distribution Account for any of the following purposes:
(i) to be deemed to make deposits of the Lower-Tier Distribution
Amount pursuant to Section 4.01(b) and the amount of any Yield Maintenance
Charges distributable pursuant to Section 4.01(d) in the Upper-Tier
Distribution Account, and to make distributions on the Class LR
Certificates pursuant to Section 4.01(b);
(ii) [RESERVED];
(iii) [RESERVED];
(iv) to pay to the Trustee and the Paying Agent or any of their
directors, officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person, with respect to the Mortgage
Loans, pursuant to Section 8.05(b);
(v) to pay the Trustee the Trustee Fee as contemplated by Section
8.05(a) hereof with respect to the Mortgage Loans;
(vi) to pay for the cost of the Opinions of Counsel sought by the
Trustee or the Paying Agent (A) as provided in clause (v) of the
definition of "Disqualified Organization," (B) as contemplated by Section
3.20(d), 8.02(ii) and 10.01(f), or (C) as contemplated by Section 12.01(a)
or 12.01(c) in connection with any amendment to this Agreement requested
by the Trustee or the Paying Agent, which amendment is in furtherance of
the rights and interests of Certificateholders, in each case, to the
extent not paid pursuant to Section 12.01(g);
(vii) to pay any and all federal, state and local taxes imposed on
either the Lower-Tier REMIC or Upper-Tier REMIC or on the assets or
transactions of any such REMIC, together with all incidental costs and
expenses, to the extent none of the Trustee, the Paying Agent, the REMIC
Administrator, the Master Servicer or the Special Servicer is liable
therefor pursuant to Section 10.01(g);
(viii) to pay the REMIC Administrator any amounts reimbursable to it
pursuant to Section 10.01(e);
(ix) to pay to the Master Servicer any amounts deposited by the
Master Servicer in the Distribution Account not required to be deposited
therein; and
(x) to clear and terminate the Lower-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.
(c) The Paying Agent shall, on any Distribution Date, make
withdrawals from the Excess Interest Distribution Account to the extent required
to make the distributions of Excess Interest required by Section 4.01(i).
(d) The Paying Agent on behalf of the Trustee may make, or be deemed
to make, withdrawals from the Upper-Tier Distribution Account for any of the
following purposes:
(i) to make distributions to Certificateholders (other than Holders
of the Class LR Certificates) on each Distribution Date pursuant to
Section 4.01 or 9.01, as applicable, subject to the penultimate paragraph
of Section 3.04(b);
(ii) [RESERVED]; and
(iii) to clear and terminate the Upper-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.
(e) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(iv) and 3.05(c)(v), then the Trustee Fee shall be paid in full
prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and
in the event that amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of
such Trustee Fee, the Trustee shall be paid based on the amount of such fees and
(ii) if amounts on deposit in the Certificate Account are not sufficient to
reimburse the full amount of Advances and interest thereon listed in Sections
3.05(a)(iii), (iv), (v) and (vi), then reimbursements shall be paid first to the
Trustee and second to the Master Servicer and then the Special Servicer.
(f) The Companion Paying Agent may, from time to time, make
withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(j).
Section 3.06 Investment of Funds in the Certificate Account and the
REO Account. (a) The Master Servicer may direct any depository institution
maintaining the Certificate Account, the Companion Distribution Account, or any
Servicing Account (for purposes of this Section 3.06, an "Investment Account"),
the Special Servicer may direct any depository institution maintaining the REO
Account (also for purposes of this Section 3.06, an "Investment Account") to
invest or if it is such depository institution, may itself invest, the funds
held therein, only in one or more Permitted Investments bearing interest or sold
at a discount, and maturing, unless payable on demand, (i) no later than the
Business Day immediately preceding the next succeeding date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the depository institution maintaining such account is the
obligor thereon and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (in the case of the Certificate
Account, the Companion Distribution Account, or any Servicing Account maintained
by or for the Master Servicer) or the Special Servicer (in the case of the REO
Account or any Servicing Account maintained by or for the Special Servicer), on
behalf of the Trustee, shall maintain continuous physical possession of any
Permitted Investment of amounts in the Certificate Account, the Companion
Distribution Account, the Servicing Accounts or REO Account, as applicable, that
is either (i) a "certificated security," as such term is defined in the UCC
(such that the Trustee shall have control pursuant to Section 8-106 of the UCC)
or (ii) other property in which a secured party may perfect its security
interest by physical possession under the UCC or any other applicable law. In
the case of any Permitted Investment held in the form of a "security
entitlement" (within the meaning of Section 8-102(a)(17) of the UCC), the Master
Servicer or the Special Servicer, as applicable, shall take or cause to be taken
such action as the Trustee deems reasonably necessary to cause the Trustee to
have control over such security entitlement. In the event amounts on deposit in
an Investment Account are at any time invested in a Permitted Investment payable
on demand, the Master Servicer (in the case of the Certificate Account, the
Companion Distribution Account, or any Servicing Account maintained by or for
the Master Servicer), the Special Servicer (in the case of the REO Account or
any Servicing Account maintained by or for the Special Servicer) shall:
(i) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser
of (a) all amounts then payable thereunder and (b) the amount required to
be withdrawn on such date; and
(ii) demand payment of all amounts due thereunder promptly upon
determination by the Master Servicer, the Special Servicer or the Trustee,
as the case may be, that such Permitted Investment would not constitute a
Permitted Investment in respect of funds thereafter on deposit in the
Investment Account.
(b) Interest and investment income realized on funds deposited in
the Certificate Account, the Companion Distribution Account, or any Servicing
Account maintained by or for the Master Servicer, to the extent of the Net
Investment Earnings, if any, with respect to such account for the period from
and including the prior Distribution Date to and including the P&I Advance Date
related to such Distribution Date, shall be for the sole and exclusive benefit
of the Master Servicer to the extent (with respect to Servicing Accounts) not
required to be paid to the related Mortgagor and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Sections 3.03 or
Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account or any Servicing Account maintained by or for
the Special Servicer, to the extent of the Net Investment Earnings, if any, with
respect to such account for each period from and including any Distribution Date
to and including the immediately succeeding P&I Advance Date, shall be for the
sole and exclusive benefit of the Special Servicer and shall be subject to its
withdrawal in accordance with Section 3.16(c). In the event that any loss shall
be incurred in respect of any Permitted Investment (as to which the Master
Servicer or Special Servicer, as applicable, would have been entitled to any Net
Investment Earnings hereunder) directed to be made by the Master Servicer or
Special Servicer, as applicable, and on deposit in any of the Certificate
Account, the Companion Distribution Account, the Servicing Account or the REO
Account, the Master Servicer (in the case of the Certificate Account, the
Companion Distribution Account, or any Servicing Account maintained by or for
the Master Servicer) and the Special Servicer (in the case of the REO Account or
any Servicing Account maintained by or for the Special Servicer) shall deposit
therein, no later than the P&I Advance Date, without right of reimbursement, the
amount of Net Investment Loss, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date, provided that neither the Master
Servicer nor the Special Servicer shall be required to deposit any loss on an
investment of funds in an Investment Account if such loss is incurred solely as
a result of the insolvency of the federal or state chartered depository
institution or trust company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth
in the definition of Eligible Account at the time such investment was made (and,
with respect to the Master Servicer, such federal or state chartered depository
institution or trust company is not an Affiliate of the Master Servicer unless
such depository institution or trust company satisfied the qualification set
forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) 30 days prior to such insolvency).
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Master Servicer may and, upon the request of Holders of
Certificates entitled to a majority of the Voting Rights allocated to any Class
shall, take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage. (a) The Master Servicer (with respect to Mortgage Loans
and the CenterPoint I Whole Loan and other than the Houston Galleria Mortgage
Loan) or the Special Servicer (with respect to REO Properties other than the
Houston Galleria Mortgaged Property) shall use its efforts consistent with the
Servicing Standards to cause the Mortgagor to maintain (other than with respect
to the Houston Galleria Mortgage Loan), to the extent required by the terms of
the related Mortgage Note all insurance coverage as is required under the
related Mortgage Loan except to the extent that the failure of the related
Mortgagor to do so is an Acceptable Insurance Default. If the Mortgagor does not
so maintain such insurance coverage, the Master Servicer (with respect to
Mortgage Loans and the CenterPoint I Whole Loan and other than the Houston
Galleria Mortgage Loan) or the Special Servicer (with respect to REO Properties
other than the Houston Galleria Mortgaged Property) shall maintain all insurance
coverage as is required under the related Mortgage, but only in the event the
Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer and, if available, can be obtained at
commercially reasonable rates as determined by the Master Servicer (with respect
to Mortgage Loans and the CenterPoint I Whole Loan and other than the Houston
Galleria Mortgage Loan) or the Special Servicer (with respect to REO Properties
other than the Houston Galleria Mortgaged Property), except to the extent that
the failure of the related Mortgagor to do so is an Acceptable Insurance
Default; provided, however, that if any Mortgage permits the holder thereof to
dictate to the Mortgagor the insurance coverage to be maintained on such
Mortgaged Property, the Master Servicer or the Special Servicer, as applicable,
shall impose such insurance requirements as are consistent with the Servicing
Standards taking into account the insurance in place at the closing of the
Mortgage Loan, provided that, with respect to the immediately preceding proviso,
the Master Servicer will be obligated to maintain insurance against property
damage resulting from terrorist or similar acts unless the Mortgagor's failure
is an Acceptable Insurance Default and only in the event the Trustee has an
insurable interest therein and such insurance is available to the Master
Servicer and, if available, can be obtained at commercially reasonable rates.
Subject to Section 3.17(a) and the costs of such insurance being reimbursed or
paid to the Special Servicer as provided in the penultimate sentence of this
paragraph, the Special Servicer shall maintain for each REO Property (other than
the Houston Galleria Mortgage Loan) no less insurance coverage than was
previously required of the Mortgagor under the related Mortgage Loan and
Companion Loan unless the Special Servicer, with Directing Certificateholder
consent, determines that such insurance is not available at commercially
reasonable rates, provided that the Master Servicer shall be entitled to
conclusively rely on such determination. All Insurance Policies maintained by
the Master Servicer or the Special Servicer shall (i) contain a "standard"
mortgagee clause, with loss payable to the Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Mortgage Loans and
Companion Loans other than REO Properties) or to the Special Servicer on behalf
of the Trustee (in the case of insurance maintained in respect of REO
Properties), (ii) be in the name of the Trustee (in the case of insurance
maintained in respect of REO Properties), (iii) include coverage in an amount
not less than the lesser of (x) the full replacement cost of the improvements
securing Mortgaged Property or the REO Property, as applicable, or (y) the
outstanding principal balance owing on the related Mortgage Loan, Companion Loan
or REO Loan, as applicable, and in any event, the amount necessary to avoid the
operation of any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is
not permitted under the related Mortgage Loan documents), (v) be noncancellable
without 30 days prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled without 10 days
prior notice) and (vi) be issued by a Qualified Insurer authorized under
applicable law to issue such Insurance Policies. Any amounts collected by the
Master Servicer or the Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Mortgagor, in
each case in accordance with the Servicing Standards and the provisions of the
related Mortgage Loan and Companion Loan) shall be deposited in the Certificate
Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred
by the Master Servicer in maintaining any such Insurance Policies in respect of
Mortgage Loans and Companion Loans (other than REO Properties) (i) if the
Mortgagor defaults on its obligation to do so, shall be advanced by the Master
Servicer as a Servicing Advance and will be charged to the related Mortgagor and
(ii) shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan and Companion Loan, notwithstanding that the terms of such
Mortgage Loan or Companion Loan so permit. Any cost incurred by the Special
Servicer in maintaining any such Insurance Policies with respect to REO
Properties shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.16(c) or, if the amount on deposit therein is
insufficient therefor, advanced by the Master Servicer as a Servicing Advance.
The foregoing provisions of this paragraph shall apply to the CenterPoint I
Whole Loan as if it were a single "Mortgage Loan".
Notwithstanding the foregoing, with respect to the Mortgage Loans
(except for the Houston Galleria Mortgage Loan) or the CenterPoint I Whole Loan
that either (x) require the Mortgagor to maintain "all risk" property insurance
(and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in
types and against such risks as the holder of such Mortgage Loan or the
CenterPoint I Whole Loan reasonably requires from time to time in order to
protect its interests, the Master Servicer will be required to (A) actively
monitor whether the insurance policies for the related Mortgaged Property
contain Additional Exclusions, (B) request the Mortgagor to either purchase
insurance against the risks specified in the Additional Exclusions or provide an
explanation as to its reasons for failing to purchase such insurance and (C)
notify the Special Servicer if any insurance policy contains Additional
Exclusions or if any borrower fails to purchase the insurance requested to be
purchased by the Master Servicer pursuant to clause (B) above. If the Special
Servicer determines in accordance with the Servicing Standards that such failure
is not an Acceptable Insurance Default, the Special Servicer shall notify the
Master Servicer and the Master Servicer shall cause such insurance to be
maintained. Furthermore, the Special Servicer shall inform the Rating Agencies
as to such conclusions for those Mortgage Loans that (i) have one of the ten
(10) highest outstanding Stated Principal Balances of all of the Mortgage Loans
then included in the Trust or (ii) comprise more than 5% of the outstanding
Stated Principal Balance of the Mortgage Loans then included in the Trust.
During the period that the Special Servicer is evaluating the availability of
such insurance, neither the Master Servicer nor the Special Servicer will be
liable for any loss related to its failure to require the Mortgagor to maintain
such insurance and will not be in default of its obligations as a result of such
failure and the Master Servicer will not itself maintain such insurance or cause
such insurance to be maintained.
(b) (i) If the Master Servicer or the Special Servicer shall obtain
and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans, including the
CenterPoint I Whole Loan, or REO Properties (other than with respect to the
Houston Galleria Mortgage Loan), as the case may be, required to be serviced and
administered hereunder, then, to the extent such Insurance Policy provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause fire and hazard insurance to be maintained on the
related Mortgaged Properties or REO Properties. Such Insurance Policy may
contain a deductible clause, in which case the Master Servicer or the Special
Servicer shall, if there shall not have been maintained on the related Mortgaged
Property or REO Property a fire and hazard Insurance Policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such Insurance Policy, promptly deposit into
the Certificate Account from its own funds the amount of such loss or losses
that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the
extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan, including the CenterPoint I Whole Loan, or in the
absence of such deductible limitation, the deductible limitation which is
consistent with the Servicing Standards. In connection with its activities as
administrator and Master Servicer of the Mortgage Loans, the Master Servicer
agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. The Special Servicer, to
the extent consistent with the Servicing Standards, may maintain, earthquake
insurance on REO Properties, provided coverage is available at commercially
reasonable rates, the cost of which shall be a Servicing Advance.
(ii) If the Master Servicer or the Special Servicer shall cause any
Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming
the Master Servicer or the Special Servicer on behalf of the Trustee as
the loss payee, then to the extent such Insurance Policy provides
protection equivalent to the individual policies otherwise required, the
Master Servicer or the Special Servicer shall conclusively be deemed to
have satisfied its obligation to cause such insurance to be maintained on
the related Mortgaged Properties and REO Properties. In the event the
Master Servicer or the Special Servicer shall cause any Mortgaged Property
or REO Property to be covered by such master single interest or
force-placed insurance policy, the incremental costs of such insurance
applicable to such Mortgaged Property or REO Property (i.e. other than any
minimum or standby premium payable for such policy whether or not any
Mortgaged Property or REO Property is covered thereby) shall be paid by
the Master Servicer as a Servicing Advance. Such master single interest or
force-placed policy may contain a deductible clause, in which case the
Master Servicer or the Special Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property or REO
Property a policy otherwise complying with the provisions of Section
3.07(a), and there shall have been one or more losses which would have
been covered by such policy had it been maintained, deposit into the
Certificate Account from its own funds the amount not otherwise payable
under the master single or force-placed interest policy because of such
deductible clause, to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan,
including the CenterPoint I Whole Loan, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with
the Servicing Standards.
(c) Each of the Master Servicer and the Special Servicer shall
obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and
omissions Insurance Policy with a Qualified Insurer covering the Master
Servicer's and the Special Servicer's, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection
with its activities under this Agreement. Notwithstanding the foregoing, so long
as the long term debt or the deposit obligations or claims-paying ability of the
Master Servicer or the Special Servicer, as applicable, is rated at least "Baa3"
by Xxxxx'x and "A" by S&P, the Master Servicer or the Special Servicer, as
applicable, shall be allowed to provide self-insurance with respect to a
fidelity bond and an "errors and omissions" Insurance Policy. Such amount of
coverage shall be in such form and amount as are consistent with the Servicing
Standards. Coverage of the Master Servicer or the Special Servicer under a
policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall
satisfy the requirements of this Section 3.07(c). The Special Servicer and the
Master Servicer will promptly report in writing to the Trustee any material
changes that may occur in their respective fidelity bonds, if any, and/or their
respective errors and omissions Insurance Policies, as the case may be, and will
furnish to the Trustee copies of all binders and policies or certificates
evidencing that such bonds, if any, and insurance policies are in full force and
effect. The Master Servicer and the Special Servicer shall each cause the
Trustee to be an additional loss payee on any policy currently in place or
procured pursuant to the requirements of this Section 3.07(c).
(d) At the time the Master Servicer determines in accordance with
the Servicing Standards that any Mortgaged Property is in a federally designated
special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standards to
cause the related Mortgagor (in accordance with applicable law and the terms of
the Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Master
Servicer, in accordance with the Servicing Standards and to the extent the
Trustee, as mortgagee, has an insurable interest therein), flood insurance in
respect thereof, but only to the extent the related Mortgage Loan or Companion
Loan permits the mortgagee to require such coverage and the maintenance of such
coverage is consistent with the Servicing Standards. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the
related Mortgage Loan or Companion Loan, and (ii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968, as
amended. If the cost of any insurance described above is not borne by the
Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such
costs.
(e) During all such times as any REO Property (other than with
respect to the Houston Galleria Mortgage Loan) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be
maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standards),
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The cost of any such flood insurance with
respect to an REO Property shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.16(c) or, if the amount on deposit
therein is insufficient therefor, paid by the Master Servicer as a Servicing
Advance.
Section 3.08 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. (a) As to each Mortgage Loan (other than the Houston Galleria
Mortgage Loan) or Companion Loan which contains a provision in the nature of a
"due-on-sale" clause (including, without limitation, if so provided in the
"due-on-sale" provision of the related Mortgage Loan documents, sales or
transfers of Mortgaged Property (in full or part) or the sale, transfer, pledge
or hypothecation of direct or indirect interests of a Mortgagor or its owners),
which by its terms:
(i) provides that such Mortgage Loan or Companion Loan shall (or may
at the mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property or equity
interests in the Mortgagor or principals of the Mortgagor; or
(ii) provides that such Mortgage Loan or Companion Loan may not be
assumed without the consent of the mortgagee in connection with any such
sale or other transfer,
then, for so long as such Mortgage Loan or Companion Loan is being serviced
under this Agreement, the Special Servicer or, with respect to all Non-Specially
Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the
mortgagee of record, shall exercise (or waive its right to exercise) any right
it might have with respect to such Mortgage Loan or Companion Loan (x) to
accelerate the payments thereon or (y) to withhold its consent, provided that,
(i) with respect to all Non-Specially Serviced Mortgage Loans, the Master
Servicer has obtained the prior written consent of the Special Servicer, which
consent shall be deemed given 15 Business Days after receipt by the Special
Servicer from the Master Servicer of the Master Servicer's analysis and
recommendation with respect to such waiver or exercise of such right together
with such other information reasonably required by the Special Servicer, (ii)
with respect to all Specially Serviced Mortgage Loans and Non-Specially Serviced
Mortgage Loans, the Special Servicer shall, prior to consenting to such a
proposed action of the Master Servicer, obtain, and, prior to itself taking such
an action, the Special Servicer shall obtain, the prior written consent of the
Directing Certificateholder, which consent shall be deemed given 10 Business
Days after receipt (unless earlier objected to) by the Directing
Certificateholder of the Master Servicer's or Special Servicer's, as applicable,
analysis and recommendation with respect to such waiver together with such other
information reasonably required by the Directing Certificateholder, and (iii)
with respect to any Mortgage Loan, together with any other Mortgage Loans
cross-collateralized with such Mortgage Loan, or together with all other
Mortgage Loans with the same or an affiliated Mortgagor (x) with a Stated
Principal Balance greater than or equal to $20,000,000, (y) with a Stated
Principal Balance greater than 5% of the aggregate Stated Principal Balance of
all the Mortgage Loans then outstanding or (z) is one of the ten largest of the
then outstanding Mortgage Loans, by Stated Principal Balance, the Master
Servicer or the Special Servicer, as the case may be, shall not take such action
unless it has obtained confirmation from each Rating Agency stating that none of
the then-current rating or ratings of all outstanding Classes of the
Certificates and, if applicable, of the CenterPoint Companion Loan Securities,
would be qualified, downgraded or withdrawn by such Rating Agency, as a result
of such waiver) any right it may have with respect to such Mortgage Loan or
Companion Loan (x) to accelerate the payments thereon or (y) to withhold its
consent to the sale or transfer.
(b) As to each Mortgage Loan (other than the Houston Galleria
Mortgage Loan) and Companion Loan which contains a provision in the nature of a
"due-on-encumbrance" clause (including, without limitation, if so provided in
the "due-on-encumbrance" provisions of the related Mortgage Loan documents, any
mezzanine financing of the Mortgagor or the Mortgaged Property or any sale or
transfer of preferred equity in the Mortgagor or its owners), which by its
terms:
(i) provides that such Mortgage Loan and Companion Loan shall (or
may at the mortgagee's option) become due and payable upon the creation of
any additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor; or
(ii) requires the consent of the mortgagee to the creation of any
such additional lien or other encumbrance on the related Mortgaged
Property;
then, for so long as such Mortgage Loan and Companion Loan is serviced under
this Agreement, the Special Servicer or, with respect to all Non-Specially
Serviced Mortgage Loans, the Master Servicer, on behalf of the Trustee as the
mortgagee of record, shall exercise (or waive its right to exercise) any right
it may have with respect to such Mortgage Loan or Companion Loan (x) to
accelerate the payments thereon or (y) to withhold its consent, provided that,
(i) (a) with respect to all Non-Specially Serviced Mortgage Loans, the Master
Servicer has made a recommendation and obtained the prior written consent of the
Special Servicer, which consent shall be deemed given ten (10) Business Days
after receipt (unless earlier objected to) by the Special Servicer from the
Master Servicer of the Master Servicer's analysis and recommendation with
respect to such waiver or exercise of such right together with such other
information reasonably required by the Special Servicer and (b) the Master
Servicer or the Special Servicer, as the case may be, has obtained (i) the prior
written consent of the Directing Certificateholder, which consent shall be
deemed given 10 Business Days after receipt by the Directing Certificateholder
of the Master Servicer's and/or Special Servicer's, as applicable, analysis and
recommendation with respect to such waiver together with such other information
reasonably required by the Directing Certificateholder, and (ii) from each
Rating Agency a confirmation that such waiver would not result in the downgrade,
withdrawal or qualification of the then-current ratings on any Class of
outstanding Certificates or any class of CenterPoint I Companion Loan Securities
if such Mortgage Loan (1) together with any other Mortgage Loans
cross-collateralized with such Mortgage Loan, or together with all other
Mortgage Loans with the same or an affiliated Mortgagor, has an outstanding
principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (2) has an LTV Ratio (including
existing and proposed debt) greater than 85% (including any proposed debt) or
(3) a Debt Service Coverage Ratio less than 1.20x (in each case, determined
based upon the aggregate of the Stated Principal Balance of the Mortgage Loan
and the principal amount of the proposed additional loan) or (4) together with
any other Mortgage Loans cross-collateralized with such Mortgage Loan, or
together with all other Mortgage Loans with the same or an affiliated Mortgagor,
is one of the ten (10) largest Mortgage Loans (by Stated Principal Balance) or
(5) together with any other Mortgage Loans cross-collateralized with such
Mortgage Loan, or together with all other Mortgage Loans with the same or an
affiliated Mortgagor, has a Stated Principal Balance over $20,000,000) any right
it may have with respect to such Mortgage Loan (x) to accelerate the payments
thereon or (y) to withhold its consent to the creation of any such additional
lien or other encumbrance, in a manner consistent with the Servicing Standards.
(c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) Except as otherwise permitted by Sections 3.20 and 3.08(a), (b)
and (e) neither the Master Servicer nor the Special Servicer shall agree to
modify, waive or amend any term of any Mortgage Loan in connection with the
taking of, or the failure to take, any action pursuant to this Section 3.08. The
Master Servicer and the Special Servicer shall each provide copies of any
waivers it effects pursuant to Section 3.08(a) or (b) to the other and each
Rating Agency with respect to each Mortgage Loan. To the extent not previously
provided, the Master Servicer shall provide copies of any waivers it effects
pursuant to Section 3.08(a) or (b) to the Special Servicer and each Rating
Agency with respect to each Mortgage Loan.
(e) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, the Master Servicer may with respect to Non-Specially Serviced
Mortgage Loans (other than the Houston Galleria Mortgage Loan), without any
Directing Certificateholder approval, Rating Agency confirmation or Special
Servicer approval (provided the Master Servicer delivers notice thereof to the
Special Servicer and Directing Certificateholder, except to the extent that the
Special Servicer or the Directing Certificateholder, as the case may be,
notifies the Master Servicer that such party does not desire to receive copies
of such items), (i) grant waivers of non-material covenant defaults (other than
financial covenants), including late financial statements; (ii) consent to
releases of non-material, non-income producing parcels of a Mortgaged Property
that do not materially affect the use or value of the Mortgaged Property or the
ability of the related Mortgagor to pay amounts due in respect of the Mortgage
Loan as and when due provided such releases are required by the related Mortgage
Loan documents; (iii) approve or consent to grants of easements or right of way
for utilities, access, parking, public improvements or another purpose or
subordinations of the lien of Mortgage Loans to easements that do not materially
affect the use or value of a Mortgaged Property or a Mortgagor's ability to make
any payments with respect to the related Mortgage Loan; (iv) grant other routine
approvals, including the granting of subordination, non disturbance and
attornment agreements and leasing consents that affect less than the lesser of
(a) 25% of the net rentable areas of the Mortgaged Property; or (b) 30,000
square feet; (v) consents to actions related to condemnation of non-material,
non-income producing parcels of the Mortgaged Property that do not materially
affect the use or value of the Mortgaged Property or the ability of the related
Mortgagor to pay amounts due in respect of the Mortgage Loan or Companion Loan
as and when due; (vi) consents to a change in property management relating to
any Mortgage Loan or Companion Loan with respect to Mortgage Loans or Companion
Loans with an outstanding principal balance of less than $5,000,000; and (vii)
approve of annual operating budgets; provided that any such modification, waiver
or amendment (w) would not in any way affect a payment term of the Certificates,
(x) would not constitute a "significant modification" of such Mortgage Loan or
Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would
not otherwise cause either the Upper-Tier REMIC or Lower-Tier REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor
trust under subpart E, Part I of subchapter J of the Code for federal income tax
purposes, (y) agreeing to such modification, waiver or amendment would be
consistent with the Servicing Standards, and (z) agreeing to such modification,
waiver or amendment shall not violate the terms, provisions or limitations of
this Agreement or any other document contemplated hereby; provided, further,
that the Master Servicer shall not, without the prior consent of the Directing
Certificateholder, waive any provision relating to the release of the "City
Reserve" under the Cadillac Tower Mortgage Loan (identified as Loan No. 38 on
Exhibit B hereto).
(f) Notwithstanding any other provision of this Agreement, the
Master Servicer may not waive its rights or grant its consent under any "due on
sale" or "due on encumbrance" clause without the consent of the Special Servicer
and the Special Servicer may not waive its rights or grant its consent under any
"due-on-sale" or "due-on-encumbrance" clause relating to a Non-Specially
Serviced Mortgage Loan having a Stated Principal Balance greater or equal to
$2,500,000 or relating to any Specially Serviced Mortgage Loan without the
consent of the Directing Certificateholder. The Directing Certificateholder
shall have 10 Business Days after receipt of notice along with the Special
Servicer's recommendation and analysis with respect to such waiver and any
additional information the Directing Certificateholder may reasonably request
from the Special Servicer of a proposed waiver or consent under any "due on
sale" or "due on encumbrance" clause in which to grant or withhold its consent
(provided that if the Special Servicer fails to receive a response to such
notice from the Directing Certificateholder in writing within such period, then
the Directing Certificateholder shall be deemed to have consented to such
proposed waiver or consent).
(g) Notwithstanding the foregoing provisions of this Section 3.08,
if the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans)
or Special Servicer with respect to Specially Serviced Mortgage Loans) makes a
determination under Sections 3.08(a) or 3.08(b) hereof that the applicable
conditions in the related Mortgage Loan or Companion Loan documents, as
applicable, with respect to assumptions or encumbrances permitted without the
consent of the mortgagee have been satisfied, the applicable assumptions and
transfers may be subject to an assumption or other fee, unless otherwise
prohibited in the related Mortgage Loan or Companion Loan documents, as
applicable.
Section 3.09 Realization Upon Defaulted Mortgage Loans. (a) The
Special Servicer shall, subject to subsections (b) through (d) of this Section
3.09 and Section 3.29, exercise reasonable efforts, consistent with the
Servicing Standards, to foreclose upon or otherwise comparably convert (which
may include an REO Acquisition) the ownership of property securing such Mortgage
Loans (other than the Houston Galleria Mortgage Loan) or Companion Loans, as
come into and continue in default as to which no satisfactory arrangements can
be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is subject
to the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer
shall not be required to make a Servicing Advance and expend funds toward the
restoration of such property unless the Special Servicer has determined in its
reasonable discretion that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement
to the Master Servicer for such Servicing Advance, and the Master Servicer or
Special Servicer has not determined that such Servicing Advance together with
accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.
The costs and expenses incurred by the Special Servicer in any such proceedings
shall be advanced by the Master Servicer, provided that, in each case, such cost
or expense would not, if incurred, constitute a Nonrecoverable Servicing
Advance. Nothing contained in this Section 3.09 shall be construed so as to
require the Master Servicer or the Special Servicer, on behalf of the Trust, to
make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding
that is in excess of the fair market value of such property, as determined by
the Master Servicer or the Special Servicer in its reasonable judgment taking
into account the factors described in Section 3.18(b) and the results of any
Appraisal obtained pursuant to the following sentence, all such bids to be made
in a manner consistent with the Servicing Standards. If and when the Special
Servicer or the Master Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of
bidding at foreclosure or otherwise, the Special Servicer or the Master
Servicer, as the case may be, is authorized to have an Appraisal performed with
respect to such property by an Independent MAI-designated appraiser the cost of
which shall be paid by the Master Servicer as a Servicing Advance.
(b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:
(i) such personal property is incidental to real property (within
the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of Counsel
(the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the
Trust Fund (to the extent not allocable to a Companion Loan) will not
cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier
REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interest or Certificate, or any security issued
by such a commercial mortgage securitization trust, is outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09
and Section 3.29, neither the Special Servicer nor the Master Servicer shall, on
behalf of the Trustee, obtain title to a Mortgaged Property in lieu of
foreclosure or otherwise, or take any other action with respect to any Mortgaged
Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders and/or any related Companion Holder(s), would be considered
to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of CERCLA or any
comparable law, unless (as evidenced by an Officer's Certificate to such effect
delivered to the Trustee) the Special Servicer has previously determined in
accordance with the Servicing Standards, based on an Environmental Assessment of
such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments and performed within six months prior to any
such acquisition of title or other action, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith is
reasonably likely to produce a greater recovery on a net present value
basis than not taking such actions, for such purposes taking into account
any insurance coverage provided pursuant to any environmental insurance
polices in effect and obtained on behalf of the Mortgagee with respect to
the related Mortgaged Property; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances or
conditions are present for which any such action could be required, that
taking such actions with respect to such Mortgaged Property is reasonably
likely to produce a greater recovery on a net present value basis than not
taking such actions.
The cost of any such Environmental Assessment shall be paid by the
Master Servicer as a Servicing Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence shall be paid by the Master Servicer as a Servicing Advance,
unless it is a Nonrecoverable Servicing Advance (in which case it shall be an
expense of the Trust Fund and, in the case of the CenterPoint I Whole Loan, may
be withdrawn in accordance with the CenterPoint I Intercreditor Agreement by the
Master Servicer from the Certificate Account, including from the sub-account
relating to the CenterPoint I Companion Note (such withdrawal to be made from
amounts on deposit therein that are otherwise payable on or allocable to the
CenterPoint I Notes (pro rata as among such notes)); and if any such
Environmental Assessment so warrants, the Special Servicer shall (except with
respect to any Companion Loan and any Environmental Assessment ordered after the
related AB Mortgage Loan has been paid in full), at the expense of the Trust
Fund, perform such additional environmental testing as it deems necessary and
prudent to determine whether the conditions described in clauses (i) and (ii) of
the preceding sentence have been satisfied. With respect to Non-Specially
Serviced Mortgage Loans, the Master Servicer and, with respect to Specially
Serviced Mortgage Loans, the Special Servicer shall review and be familiar with
the terms and conditions relating to enforcing claims and shall monitor the
dates by which any claim or action must be taken (including delivering any
notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect
and obtained on behalf of the mortgagee to receive the maximum proceeds
available under such policy for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests).
(d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and any related Companion
Loan(s) and (ii) there has been no breach of any of the representations and
warranties set forth in or required to be made pursuant to Section 6 of each of
the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan
Seller could be required to repurchase such Defaulted Mortgage Loan pursuant to
Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund (other than proceeding to acquire title to the Mortgaged
Property) and is hereby authorized at such time as it deems appropriate to
release such Mortgaged Property from the lien of the related Mortgage, provided
that, if such Mortgage Loan has a then outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property
from the lien of the related Mortgage, (i) the Special Servicer shall have
notified the Rating Agencies, the Trustee, the Paying Agent, the Master Servicer
and the Directing Certificateholder in writing of its intention to so release
such Mortgaged Property and the bases for such intention, (ii) the Paying Agent
shall have notified the Certificateholders in writing of the Special Servicer's
intention to so release such Mortgaged Property, (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within 30 days of the Paying Agent's distributing such notice
(failure to respond by the end of such 30-day period being deemed consent), and
(iv) the Special Servicer shall have received written confirmation from each
Rating Agency that such release will not cause the downgrade, withdrawal or
qualification of any of the then-current ratings of any Class of Certificates or
CenterPoint I Companion Loan Securities. To the extent any fee charged by each
Rating Agency in connection with rendering such written confirmation is not paid
by the related Mortgagor, such fee is to be an expense of the Trust.
(e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Paying Agent, the Directing
Certificateholder, each Rating Agency and the Master Servicer monthly regarding
any actions taken by the Special Servicer with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan or defaulted Companion Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase of the related Mortgage Loan by
the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property. The Paying Agent shall forward, or cause to
be forwarded all such reports to each Rating Agency and the Certificateholders
upon request.
(f) The Special Servicer shall notify the Master Servicer of any
abandoned and/or foreclosed properties which require reporting to the Internal
Revenue Service and shall provide the Master Servicer with all information
regarding forgiveness of indebtedness and required to be reported with respect
to any Mortgage Loan or Companion Loan which is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, such information and the
Master Servicer shall report, via Form 1099C or any successor form, all
forgiveness of indebtedness to the extent such information has been provided to
the Master Servicer by the Special Servicer. Upon request, the Master Servicer
shall deliver a copy of any such report to the Trustee and the Paying Agent.
(g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan and applicable Companion
Loan permit such an action.
(h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Mortgage Loan, defaulted Companion Loan or REO Property
(other than with respect to the Houston Galleria Mortgage Loan) and the basis
thereof. Each Final Recovery Determination shall be evidenced by an Officer's
Certificate promptly delivered to the Trustee, the Paying Agent, the Directing
Certificateholder and the Master Servicer and in no event later than the next
succeeding P&I Advance Determination Date.
Section 3.10 Trustee to Cooperate; Release of Mortgage Files. (a)
Upon the payment in full of any Mortgage Loan (other than the Houston Galleria
Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer,
as the case may be, of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer or Special Servicer,
as the case may be, will immediately notify the Trustee and request delivery of
the related Mortgage File. Any such notice and request shall be in the form of a
Request for Release signed by a Servicing Officer and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such
deposit, have been or will be so deposited. Within seven Business Days (or
within such shorter period as release can reasonably be accomplished if the
Master Servicer or the Special Servicer notifies the Trustee of an exigency) of
receipt of such notice and request, the Trustee shall release, or cause any
related Custodian to release, the related Mortgage File to the Master Servicer
or Special Servicer, as the case may be provided, however, that in the case of
the payment in full of the CenterPoint I Mortgage Loan, the Mortgage Loan File
with respect to the CenterPoint I Whole Loan shall not be released by the
Trustee (and the Master Servicer or Special Servicer shall not request such
release) unless such Mortgage Loan that is paid in full is the sole remaining
portion of the CenterPoint I Whole Loan in the Trust Fund. No expenses incurred
in connection with any instrument of satisfaction or deed of reconveyance shall
be chargeable to the Certificate Account.
(b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan (and any related Companion Loan) (other than the Houston
Galleria Mortgage Loan), the Master Servicer or the Special Servicer shall
deliver to the Trustee a Request for Release signed by a Servicing Officer. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer or the Special Servicer (or a designee), as the case may be. Upon
return of such Mortgage File or such document to the Trustee or the related
Custodian, or the delivery to the Trustee of a certificate of a Servicing
Officer of the Master Servicer or the Special Servicer, as the case may be,
stating that such Mortgage Loan was liquidated and that all amounts received or
to be received in connection with such liquidation which are required to be
deposited into the Certificate Account pursuant to Section 3.04(a) have been or
will be so deposited, or that such Mortgage Loan has become an REO Property, a
copy of the Request for Release shall be released by the Trustee to the Master
Servicer or the Special Servicer (or a designee), as the case may be, with the
original being released upon termination of the Trust.
(c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note (including any note evidencing the related
Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or
otherwise available at law or in equity. The Special Servicer shall be
responsible for the preparation of all such documents and pleadings. When
submitted to the Trustee for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.
(d) If, from time to time, pursuant to the terms of the Houston
Galleria Intercreditor Agreement and the Houston Galleria Pooling Agreement, and
as appropriate for enforcing the terms of the Houston Galleria Mortgage Loan,
the Houston Galleria Master Servicer requests delivery to it of the original
Mortgage Note for the Houston Galleria Mortgage Loan, then the Trustee shall
release or cause the release of such original Mortgage Note to the Houston
Galleria Master Servicer or its designee.
Section 3.11 Servicing Compensation. (a) As compensation for its
activities hereunder, the Master Servicer shall be entitled to receive the
Servicing Fee with respect to each Mortgage Loan, each Companion Loan and REO
Loan (including Specially Serviced Mortgage Loans). As to each Mortgage Loan,
Companion Loan, the Servicing Fee shall accrue from time to time at the
Servicing Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan or Companion Loan, as the case may be, and in the
same manner as interest is calculated on such Mortgage Loan, Companion Loan or
REO Loan, as the case may be, and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due
on such Mortgage Loan, Companion Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or
REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof,
except that if such asset is part of the CenterPoint I Whole Loan and the
CenterPoint I Whole Loan continues to be serviced and administered under this
Agreement notwithstanding such Liquidation Event, then the applicable Servicing
Fee shall continue to accrue and be payable as if such Liquidation Event did not
occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan, Companion Loan and REO Revenues
allocable as interest on each REO Loan, and as otherwise provided by Section
3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees
in respect of any Mortgage Loan, Companion Loan or REO Loan out of that portion
of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of
interest, to the extent permitted by Section 3.05(a). Except as set forth in the
third paragraph of this Section 3.11(a) and Section 7.01(c), the right to
receive the Servicing Fee may not be transferred in whole or in part.
The Master Servicer shall be entitled to retain, and shall not be
required to deposit in the Certificate Account pursuant to Section 3.04(a),
additional servicing compensation in the form of (i) 100% of modification,
waiver and consent fees pursuant to Section 3.08(e) (other than with respect to
the Houston Galleria Mortgage Loan), provided the consent of the Special
Servicer is not required to take such action and, in the event that the Special
Servicer's consent is required, then the Master Servicer shall be entitled to
50% of such fees, (ii) 100% of all defeasance fees and all application fees
received on Non-Specially Serviced Mortgage Loans and (iii) 50% of all
assumption, waiver and consent fees pursuant to Section 3.08(a) and Section
3.08(b) on the Non-Specially Serviced Mortgage Loans (other than with respect to
the Houston Galleria Mortgage Loan), to the extent that such fees are paid by
the Mortgagor and for which the Special Servicer's consent or approval is
required on the Non-Specially Serviced Mortgage Loans (other than with respect
to the Houston Galleria Mortgage Loan) and only to the extent that all amounts
then due and payable with respect to the related Mortgage Loan have been paid;
provided, that for purposes of this Section 3.11(a), the Master Servicer will be
entitled to receive 100% of the assumption, waiver and consent fees pursuant to
Section 3.08(a) and Section 3.08(b) on the Non-Specially Serviced Mortgage Loans
if the related assumption, transfer or encumbrance is permitted without the
consent of the mortgagee provided that certain conditions set forth in the
related Mortgage Loan documents are satisfied. In addition, the Master Servicer
shall be entitled to retain as additional servicing compensation (other than
with respect to the Houston Galleria Mortgage Loan) any charges for processing
Mortgagor requests, beneficiary statements or demands, reasonable and customary
consent fees, fees in connection with defeasance, if any, and other customary
charges, and amounts collected for checks returned for insufficient funds, in
each case only to the extent actually paid by the related Mortgagor and shall
not be required to deposit such amounts in the Certificate Account or the
Companion Distribution Account pursuant to Section 3.04(a). Subject to Section
3.11(d), the Master Servicer shall also be entitled to additional servicing
compensation in the form of: (i) Penalty Charges to the extent provided in
Section 3.11(d), (ii) interest or other income earned on deposits relating to
the Trust Fund in the Certificate Account or the Companion Distribution Account
in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to
such Distribution Date), (iii) interest or other income earned on deposits in
the Servicing Account which are not required by applicable law or the related
Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive,
between Prepayment Interest Excess and Prepayment Shortfalls collected on the
Mortgage Loans during the related Due Period to the extent not required to be
paid as Compensating Interest Payments. The Master Servicer shall be required to
pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the
Certificate Account and the Master Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.
(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan (other than the Houston
Galleria Mortgage Loan and any successor REO Loan). As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan
or REO Loan, as the case may be, and in the same manner as interest is
calculated on the Specially Serviced Mortgage Loans or REO Loans, as the case
may be, and, in connection with any partial month interest payment, for the same
period respecting which any related interest payment due on such Specially
Serviced Mortgage Loan or deemed to be due on such REO Loan is computed. The
Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or
REO Loan shall cease to accrue if a Liquidation Event occurs in respect thereof.
The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in
accordance with the provisions of Section 3.05(a). The right to receive the
Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer's responsibilities
and obligations under this Agreement. The Special Servicer shall not be entitled
to any Special Servicing Fees with respect to the Houston Galleria Mortgage
Loan.
(c) Additional servicing compensation in the form of (i) 100% of all
fees with respect to application, assumption, extension, modification, waiver,
consent, earnout and defeasance fees, in each case, received on any Specially
Serviced Mortgage Loans (other than the Houston Galleria Mortgage Loan and any
successor REO Loan) to the extent such fees are paid by the Mortgagor and (ii)
50% of all assumption, waiver and consent fees pursuant to Section 3.08(a) and
3.08(b) or 3.20 received with respect to all Non-Specially Serviced Mortgage
Loans and for which the Special Servicer's consent or approval is required,
shall be promptly paid to the Special Servicer by the Master Servicer to the
extent such fees are paid by the Mortgagor and shall not be required to be
deposited in the Certificate Account pursuant to Section 3.04(a). Subject to
Section 3.11(d), the Special Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent
provided in Section 3.11(d) and (ii) interest or other income earned on deposits
relating to the Trust Fund in the REO Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
such account for the period from and including the prior Distribution Date to
and including the P&I Advance Date related to such Distribution Date). The
Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Mortgage Loan at the
Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected
Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will
cease to be payable if such loan again becomes a Specially Serviced Mortgage
Loan; provided that a new Workout Fee will become payable if and when such
Specially Serviced Mortgage Loan again becomes a Corrected Mortgage Loan. The
Special Servicer shall not be entitled to any Workout Fee with respect to the
Houston Galleria Mortgage Loan. If the Special Servicer is terminated (other
than for cause) or resigns, it shall retain the right to receive any and all
Workout Fees payable in respect of Mortgage Loans or Companion Loans that became
Corrected Mortgage Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if the Mortgage Loan
subsequently becomes a Specially Serviced Mortgage Loan. If the Special Servicer
resigns or is terminated (other than for cause), it will receive any Workout
Fees payable on Specially Serviced Mortgage Loans for which the resigning or
terminated Special Servicer had cured the event of default through a
modification, restructuring or workout negotiated by the Special Servicer and
evidenced by a signed writing with respect to which one (1) scheduled payment
has been made, but which had not as of the time the Special Servicer resigned or
was terminated become a Corrected Mortgage Loan solely because the Mortgagor had
not had sufficient time to make three consecutive timely Monthly Payments and
which subsequently becomes a Corrected Mortgage Loan as a result of the
Mortgagor making such three consecutive timely Monthly Payments. The successor
Special Servicer will not be entitled to any portion of such Workout Fees. A
Liquidation Fee will be payable with respect to each Specially Serviced Mortgage
Loan (other than with respect to the Houston Galleria Mortgage Loan) or REO
Property as to which the Special Servicer receives any Liquidation Proceeds or
Insurance and Condemnation Proceeds subject to the exceptions set forth in the
definition of Liquidation Fee (such Liquidation Fee to be paid out of such
Liquidation Proceeds, Insurance and Condemnation Proceeds). Notwithstanding
anything to the contrary described above, no Liquidation Fee will be payable
based on, or out of, Liquidation Proceeds received in connection with the
repurchase of any Mortgage Loan by a Mortgage Loan Seller for a breach of
representation or warranty or for defective or deficient Mortgage Loan
documentation so long as such repurchase is completed within the period
(including any extension thereof) provided for such repurchase in this Agreement
and the Mortgage Loan Purchase Agreement, the purchase of any Specially Serviced
Mortgage Loan, within the first 90 days after the Special Servicer's initial
determination of the fair value of such Specially Serviced Mortgage Loan, by the
Majority Controlling Class Certificateholder, the Special Servicer or the Master
Servicer or the purchase of all of the Mortgage Loans and REO Properties in
connection with an optional termination of the Trust Fund pursuant to Section
9.01. If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds
are received with respect to any Corrected Mortgage Loan and the Special
Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable
based on and out of the portion of such Liquidation Proceeds and Insurance and
Condemnation Proceeds that constitute principal and/or interest on such Mortgage
Loan. Notwithstanding anything herein to the contrary, the Special Servicer
shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not
both, with respect to proceeds on any Mortgage Loan. Subject to Section 3.11(d),
the Special Servicer will also be entitled to additional fees in the form of
Penalty Charges to the extent provided in subsection (d). The Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without
limitation, payment of any amounts, other than management fees in respect of REO
Properties, due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy obtained by it insuring against hazard losses pursuant
to Section 3.07), if and to the extent such expenses are not expressly payable
directly out of the Certificate Account or the REO Account, and the Special
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.
(d) In determining the compensation of the Master Servicer or
Special Servicer, as applicable, with respect to Penalty Charges, on any
Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan
(other than the CenterPoint I Mortgage Loan) since the prior Distribution Date
shall be applied (in such order) to reimburse (i) the Master Servicer or the
Trustee for interest on Advances on such Mortgage Loan (and, in connection with
the Houston Galleria Mortgage Loan, the Houston Galleria Master Servicer, the
Houston Galleria Special Servicer, the Houston Galleria Paying Agent or the
Houston Galleria Trustee for interest on the Servicing Advances made by any such
party with respect to the Houston Galleria Whole Loan pursuant to the Houston
Galleria Pooling Agreement, to the extent so provided in the Houston Galleria
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust Fund for
all interest on Advances previously paid to the Master Servicer or the Trustee
pursuant to Section 3.05(a)(vi) hereof (and, in connection with the Houston
Galleria Mortgage Loan, the Houston Galleria Trust for all interest on Servicing
Advances reimbursed by the Houston Galleria Trust to any party under the Houston
Galleria Pooling Agreement, which resulted in an additional trust fund expense
for the Houston Galleria Trust, to the extent so provided in the Houston
Galleria Intercreditor Agreement) with respect to such Mortgage Loan and (iii)
the Trust Fund for costs of all additional Trust Fund expenses (other than
Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the Special Servicer and all unpaid Advances incurred
since the Closing Date with respect to such Mortgage Loan; Penalty Charges
(other than with respect to the Houston Galleria Mortgage Loan, which shall be
payable as additional servicing compensation under the Houston Galleria Pooling
Agreement) remaining thereafter shall be distributed to the Master Servicer, if
and to the extent collected while the Mortgage Loan was a Non-Specially Serviced
Mortgage Loan and to the Special Servicer if and to the extent collected on such
Mortgage Loan during the period such Mortgage Loan was a Specially Serviced
Mortgage Loan.
Notwithstanding the foregoing, with respect to any CenterPoint I
Remittance Date, any and all Penalty Charges that are actually collected on the
CenterPoint I Whole Loan since the prior CenterPoint I Remittance Date, shall be
applied for the following purposes and in the following order, in each case to
the extent of the remaining portion of such Penalty Charges:
first, toward the payment of or reimbursement for accrued and unpaid
interest on (i) any presently outstanding Servicing Advances made with
respect to the CenterPoint I Whole Loan, and (ii) any previously paid
Servicing Advances made with respect to the CenterPoint I Whole Loan to
the extent that the advance interest has been paid from a source other
than Penalty Charges;
second, toward the payment of or reimbursement for accrued and
unpaid interest on (i) any presently outstanding principal and interest
advances (including P&I Advances hereunder and any advances comparable to
P&I Advances made under a securitization agreement governing the
CenterPoint I Companion Note) made with respect to the CenterPoint I
Mortgage Loan and/or the CenterPoint I Companion Note, and (ii) any
previously paid principal and interest advances (including P&I Advances
hereunder and any advances comparable to P&I Advances made under a
securitization agreement governing the CenterPoint I Companion Note) made
with respect to the CenterPoint I Mortgage Loan and/or the CenterPoint I
Companion Note, to the extent that the advance interest has been paid from
a source other than Penalty Charges;
third, toward the payment of or reimbursement for (i) any presently
outstanding expenses payable under the CenterPoint I Intercreditor
Agreement, other than Special Servicing Fees, and (ii) any previously paid
expenses payable under the CenterPoint I Intercreditor Agreement, other
than Special Servicing Fees, to the extent that the expense has been paid
from a source other than Penalty Charges; and
fourth, to pay any remaining portion of such Penalty Charges with
respect to the CenterPoint I Whole Loan as additional servicing
compensation to the Master Servicer, to the extent received, if and to the
extent collected while the CenterPoint I Whole Loan was a Non-Specially
Serviced Mortgage Loan, and to the Special Servicer, to the extent
received, if and to the extent collected while the CenterPoint I Whole
Loan was a Specially Serviced Mortgage Loan.
As among the various holders of the CenterPoint I Mortgage Loan and
the CenterPoint I Companion Note, the payments and reimbursements under each
relevant clause shall be made pro rata among those holders according to the
respective amounts described in that clause that is attributable to each of
them.
Section 3.12 Inspections; Collection of Financial Statements. (a)
The Master Servicer shall perform (at its own expense), or shall cause to be
performed (at its own expense), a physical inspection of each Mortgaged Property
(other than the Houston Galleria Mortgaged Property) securing a Mortgage Note
with a Stated Principal Balance of (i) $2,000,000 or more at least once every 12
months and (ii) less than $2,000,000 at least once every 24 months, in each case
commencing in the calendar year 2007 (and each Mortgaged Property shall be
inspected on or prior to March 2008); provided, however, that if a physical
inspection has been performed by the Special Servicer in the previous 12 months
and the Master Servicer has no knowledge of a material change in the Mortgaged
Property since such physical inspection, the Master Servicer will not be
required to perform or cause to be performed, such physical inspection;
provided, further, that if any scheduled payment becomes more than 60 days
delinquent on the related Mortgage Loan, the Special Servicer shall inspect or
cause to be inspected the related Mortgaged Property as soon as practicable
after such Mortgage Loan becomes a Specially Serviced Mortgage Loan and annually
thereafter for so long as such Mortgage Loan remains a Specially Serviced
Mortgage Loan. The cost of such inspection by the Special Servicer shall be an
expense of the Trust Fund, and to the extent not paid by the related Mortgagor
reimbursed first from Penalty Charges (but with respect to the CenterPoint I
Mortgage Loan, only from amounts available for such purpose under the
CenterPoint I Intercreditor Agreement) actually received from the related
Mortgagor and then from the Certificate Account pursuant to Section 3.05(a)(ii).
The Special Servicer or the Master Servicer, as applicable, shall prepare or
cause to be prepared a written report of each such inspection detailing the
condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property that the preparer of such report deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property of
which it has knowledge, (iii) any adverse change in the condition of the
Mortgaged Property that the preparer of such report deems material, (iv) any
visible material waste committed on the Mortgaged Property and (v) photographs
of each inspected Mortgaged Property. The Special Servicer and the Master
Servicer shall deliver a copy of each such report prepared by the Special
Servicer and the Master Servicer, respectively, to the other, to the Directing
Certificateholder and, upon request, to the Trustee, the Paying Agent and the
Rating Agencies within five (5) Business Days after request (or if such request
is received before such report is completed, within five (5) Business Days after
completion of such report). The Paying Agent shall deliver a copy of each such
report to the Controlling Class Certificateholder upon request and to each
Holder of a Class A-3A, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class P and Class NR Certificate, upon request (which
such request may state that such items be delivered until further notice).
(b) The Special Servicer, in the case of any Specially Serviced
Mortgage Loans, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loans, shall make reasonable efforts to collect promptly from
each Mortgagor annual operating statements and rent rolls of the related
Mortgaged Property, financial statements of such Mortgagor and any other reports
required to be delivered under the terms of the Mortgage Loans (and each
Companion Loan), if delivery of such items is required pursuant to the terms of
the related Mortgage.
(c) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Mortgage Loan shall make reasonable efforts to collect promptly from
each related Mortgagor quarterly and annual operating statements, budgets and
rent rolls of the related Mortgaged Property, and the quarterly and annual
financial statements of such Mortgagor, whether or not delivery of such items is
required pursuant to the terms of the related Mortgage. The Master Servicer and
the Special Servicer shall not be required to request such statements more than
once if the related Mortgagor is not required to deliver such statements
pursuant to the terms of the Mortgage Loan documents. In addition, the Special
Servicer shall cause quarterly and annual operating statements, budgets and rent
rolls to be regularly prepared in respect of each REO Property and shall collect
all such items promptly following their preparation. The Special Servicer shall
deliver all such items to the Master Servicer within five (5) days of receipt
and the Master Servicer and the Special Servicer each shall deliver copies of
all the foregoing items so collected thereby to the Trustee, the Paying Agent,
the Directing Certificateholder and, upon request, to the Depositor and each
other, in each case within 60 days of its receipt thereof, but in no event, in
the case of annual statements, later than June 30 of each year commencing June
30, 2006. The Paying Agent shall, upon request, deliver copies (in hard copy,
electronic format or make available on its internet website) of the foregoing
items to the Underwriters, the Trustee, the Rating Agencies, the Controlling
Class Certificateholders, the Mortgage Loan Sellers or, to the extent the
Certificate Registrar has confirmed the Ownership Interest in Certificates held
thereby, any Certificate Owner, a copy (or image in suitable electronic media)
of each such report prepared by the Master Servicer or the Special Servicer.
Within 105 calendar days after the end of each of the first three
calendar quarters (in each year) for the trailing or quarterly information
received, commencing in the quarter ending on June 30, 2006, the Master Servicer
(in the case of the Mortgage Loans (other than the Houston Galleria Mortgage
Loan) that are Non-Specially Mortgage Loans) or the Special Servicer (in the
case of the Specially Serviced Mortgage Loans) shall deliver to the Paying Agent
and the Directing Certificateholder, a CMSA Operating Statement Analysis Report
and a CMSA Financial File for each Mortgage Loan (in electronic format),
prepared using the normalized quarterly and year-end operating statements and
rent rolls received from the related Mortgagor. Beginning in 2007 for year-end
2006, within 45 days after receipt by the Master Servicer, with respect to
Non-Specially Serviced Mortgage Loans, or the Special Servicer with respect to
Specially Serviced Mortgage Loans of any annual operating statements or rent
rolls with respect to any Mortgaged Property or REO Property, or if such date
would be after June 30 of any year, then within 30 days after receipt, the
Master Servicer shall, based upon such operating statements or rent rolls
received, prepare (or, if previously prepared, update) the analysis of
operations and the CMSA NOI Adjustment Worksheet and the CMSA Operating
Statement Analysis Report. Upon the occurrence and continuation of a Servicing
Transfer Event, the Master Servicer shall provide the Special Servicer with all
prior CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets for the related Mortgage Loan (including underwritten figures), and
the Special Servicer's obligations hereunder shall be subject to its having
received all such reports. The Master Servicer and Special Servicer shall
forward to the other and the Directing Certificateholder electronically monthly
all operating statements and rent rolls received from any Mortgagor from the
prior month. All CMSA Operating Statement Analysis Reports and CMSA NOI
Adjustment Worksheets shall be maintained by the Master Servicer with respect to
each Mortgaged Property (other than the Houston Galleria Mortgaged Property) and
REO Property, and the Master Servicer shall forward copies thereof and the
related operating statements or rent rolls (in each case, promptly following the
initial preparation and each material revision thereof) to the Paying Agent (in
electronic format only), the Directing Certificateholder (and with respect to a
Companion Loan, to the related Companion Holder) and the Special Servicer. The
Paying Agent shall, upon request and to the extent such items have been
delivered to the Paying Agent by the Master Servicer, deliver to the
Underwriters, the Rating Agencies, the Mortgage Loan Sellers, any
Certificateholder or, to the extent the Certificate Registrar has confirmed the
Ownership Interest in the Certificates held thereby, any Certificate Owner, a
copy of such CMSA Operating Statement Analysis Report (or update thereof) and
CMSA NOI Adjustment Worksheet (or update thereof), upon written request, and the
related operating statement or rent rolls. The Master Servicer shall maintain a
CMSA Operating Statement Analysis Report and a CMSA NOI Adjustment Worksheet
with respect to each Mortgaged Property and REO Property.
(d) At or before 12:00 p.m. (New York City time) on each
Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and the Directing Certificateholder, the
CMSA Special Servicer Loan File with respect to the Specially Serviced Mortgage
Loans and any REO Properties (other than the Houston Galleria Mortgaged
Property), providing the information required of the Special Servicer in an
electronic format, reasonably acceptable to the Master Servicer as of the
Business Day preceding such Determination Date, which CMSA Special Servicer Loan
File shall include data, to enable the Master Servicer to produce the following
CMSA Supplemental Reports: (i) a CMSA Delinquent Loan Status Report, (ii) a CMSA
Historical Liquidation Report, (iii) a CMSA Historical Loan Modification and
Corrected Mortgage Loan Report, (iv) a CMSA REO Status Report, (v) a CMSA
Comparative Financial Status Report and (vi) a CMSA NOI Adjustment Worksheet and
a CMSA Operating Statement Analysis Report.
(e) Not later than 1:00 p.m. (New York City time) on the P&I Advance
Date, beginning in May 2006, the Master Servicer shall prepare (if and to the
extent necessary) and deliver or cause to be delivered in electronic format to
the Paying Agent the following reports and data files: (i) to the extent the
Master Servicer has received the CMSA Special Servicer Loan File at the time
required, the most recent CMSA Delinquent Loan Status Report, CMSA Historical
Liquidation Report, CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, and CMSA REO Status Report, (ii) CMSA Loan Setup File (with respect
to the first Distribution Date), (iii) the most recent CMSA Property File, and
CMSA Comparative Financial Status Report (in each case incorporating the data
required to be included in the CMSA Special Servicer Loan File pursuant to
Section 3.12(d) by the Special Servicer and Master Servicer), (iv) a CMSA
Servicer Watch List with information that is current as of such Determination
Date, (v) CMSA Financial File, (vi) CMSA Loan Level Reserve LOC Report, (vii)
the Realized Loss Report and (viii) the CMSA Advance Recovery Report. Not later
than 2:00 p.m. (New York City time) two (2) Business Days prior to the
Distribution Date, the Master Servicer shall deliver or cause to be delivered to
the Paying Agent via electronic format the CMSA Loan Periodic Update File. In no
event shall any report described in this subsection be required to reflect
information that has not been collected by or delivered to the Master Servicer,
or any payments or collections not received by the Master Servicer, as of the
Business Day prior to the Business Day on which the report is due.
(f) The Special Servicer shall deliver to the Master Servicer the
reports required of the Special Servicer pursuant to Section 3.12(c) and Section
3.12(d), and the Master Servicer shall deliver to the Paying Agent the reports
and data files set forth in Section 3.12(e). The Master Servicer may, absent
manifest error, conclusively rely on the reports and/or data to be provided by
the Special Servicer pursuant to Section 3.12(c) and Section 3.12(d). The Paying
Agent may, absent manifest error, conclusively rely on the reports and/or data
to be provided by the Master Servicer pursuant to Section 3.12(e). In the case
of information or reports to be furnished by the Master Servicer to the Paying
Agent pursuant to Section 3.12(e), to the extent that such information or
reports are, in turn, based on information or reports to be provided by the
Special Servicer pursuant to Section 3.12(c) or Section 3.12(d) and to the
extent that such reports are to be prepared and delivered by the Special
Servicer pursuant to Section 3.12(c) or Section 3.12(d), the Master Servicer
shall have no obligation to provide such information or reports to the Paying
Agent until it has received the requisite information or reports from the
Special Servicer, and the Master Servicer shall not be in default hereunder due
to a delay in providing the reports required by Section 3.12(e) caused by the
Special Servicer's failure to timely provide any information or report required
under Section 3.12(c) or Section 3.12(d) of this Agreement.
(g) Notwithstanding the foregoing, however, the failure of the
Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of
this Section 3.12 to the extent the Master Servicer or Special Servicer so fails
because such disclosure, in the reasonable belief of the Master Servicer or the
Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and
Special Servicer may disclose any such information or any additional information
to any Person so long as such disclosure is consistent with applicable law and
the Servicing Standards. The Master Servicer or the Special Servicer may affix
to any information provided by it any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto).
(h) Unless otherwise specifically stated herein, if the Master
Servicer or the Special Servicer is required to deliver any statement, report or
information under any provisions of this Agreement, the Master Servicer or the
Special Servicer, as the case may be, may satisfy such obligation by (x)
physically delivering a paper copy of such statement, report or information, (y)
delivering such statement, report or information in a commonly used electronic
format or (z) except with respect to information to be provided to the Paying
Agent and the Directing Certificateholder, making such statement, report or
information available on the Master Servicer's or the Special Servicer's
internet website, unless this Agreement expressly specifies a particular method
of delivery.
Section 3.13 [Reserved].
Section 3.14 [Reserved].
Section 3.15 Access to Certain Information. Each of the Master
Servicer and the Special Servicer shall provide or cause to be provided to any
Certificateholder or Certificate Owner that is, or is affiliated with, a
federally insured financial institution, the Trustee, the Paying Agent, the
Depositor, each Mortgage Loan Seller, each Rating Agency, the Directing
Certificateholder to the Master Servicer, or to the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, and to each Holder of a Class
A-3A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P or Class NR Certificate, and to each Companion Holder (solely
with respect to the related AB Mortgage Loan or the CenterPoint I Whole Loan)
access to any documentation or information regarding the Mortgage Loans and
related Companion Loans and the Trust Fund within its control which may be
required by this Agreement or by applicable law. At the election of the Master
Servicer or the Special Servicer, such access may be afforded to such Person
identified above by the delivery of copies of information as requested by such
Person and the Master Servicer or the Special Servicer shall be permitted to
require payment (other than from the Directing Certificateholder and the Trustee
and the Paying Agent on its own behalf or on behalf of the Certificateholders)
of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it
in making such copies. Such access shall (except as described in the preceding
sentence) be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Master Servicer
or the Special Servicer, as the case may be, designated by it; provided,
however, that Certificateholders and Certificate Owners shall be required to pay
their own photocopying costs and execute a reasonable and customary
confidentiality agreement with respect to such information. The failure of the
Master Servicer or the Special Servicer to provide access as provided in this
Section 3.15 as a result of a confidentiality obligation shall not constitute a
breach of this Section 3.15; provided that nothing in this paragraph shall
provide a basis for not providing to the Directing Certificateholder any
information specifically required to be delivered to it under the terms of this
Agreement. The Master Servicer and the Special Servicer may each deny any of the
foregoing persons access to confidential information or any intellectual
property which the Master Servicer or the Special Servicer is restricted by
license or contract from disclosing. In connection with providing access to
information pursuant to this Section 3.15 to parties other than the Trustee or
the Paying Agent, the Master Servicer and the Special Servicer may each (i)
affix a reasonable disclaimer to any information provided by it for which it is
not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable
statement regarding securities law restrictions on such information and/or
condition access to information on the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual
property; and (iv) withhold access to items of information contained in the
Servicing File for any Mortgage Loan if the disclosure of such items is
prohibited by applicable law or the provisions of any related Mortgage Loan
documents or would constitute a waiver of the attorney-client privilege.
Notwithstanding any provision of this Agreement to the contrary, the failure of
the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that the Master Servicer or
the Special Servicer, as the case may be, determines, in its reasonable good
faith judgment consistent with the applicable Servicing Standards, that such
disclosure would violate applicable law or any provision of a Mortgage Loan
document or Companion Loan document prohibiting disclosure of information with
respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties,
constitute a waiver of the attorney-client privilege on behalf of the Trust or
the Trust Fund or otherwise materially harm the Trust or the Trust Fund.
Section 3.16 Title to REO Property; REO Account. (a) If title to any
REO Property is acquired, the deed or certificate of sale shall be issued to the
Trustee or a nominee thereof on behalf of the Certificateholders and, if
applicable, on behalf of the Companion Holders. REO Property with respect to the
Houston Galleria Mortgage Loan is excluded for all purposes of this Section
3.16. The Special Servicer, on behalf of the Trust Fund and, if applicable, the
CenterPoint I Companion Noteholders shall sell any REO Property prior to the
close of the third calendar year following the year in which the Trust Fund
acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the
Code, unless the Special Servicer either (i) is granted an extension of time (an
"REO Extension") by the Internal Revenue Service to sell such REO Property or
(ii) obtains for the Trustee, the Paying Agent and the Master Servicer an
Opinion of Counsel, addressed to the Trustee, the Paying Agent and the Master
Servicer, to the effect that the holding by the Trust Fund of such REO Property
subsequent to the close of the third calendar year following the year in which
such acquisition occurred will not cause the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC or, insofar as a CenterPoint I
Companion Note is then included in a commercial mortgage securitization trust
with respect to the whole or any portion of which a REMIC election has been or
will be made, such whole or portion under the REMIC Provisions or cause the
Upper-Tier REMIC or the Lower-Tier REMIC or, insofar as the CenterPoint I
Companion Note is then included in a commercial mortgage securitization trust
with respect to the whole or any portion of which a REMIC election has been or
will be made, such whole or portion, to fail to qualify as a REMIC at any time
that any Uncertificated Lower-Tier Interest or Certificate is outstanding. If
the Special Servicer is granted the REO Extension contemplated by clause (i) of
the immediately preceding sentence or obtains the Opinion of Counsel
contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted
by such REO Extension or such Opinion of Counsel, as the case may be. Any
expense incurred by the Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or
its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust Fund payable out of the
Certificate Account pursuant to Section 3.05(a).
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and, if
applicable, on behalf of the Companion Holder(s), as their interest shall
appear, and the Trustee (as holder of the Uncertificated Lower-Tier Interests),
for the retention of revenues and other proceeds derived from each REO Property.
The REO Account shall be an Eligible Account. The Special Servicer shall
deposit, or cause to be deposited, in the REO Account, within 1 Business Day
after receipt, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in the REO
Account may be invested in Permitted Investments in accordance with Section
3.06. The Special Servicer shall give notice to the Trustee and the Master
Servicer of the location of the REO Account when first established and of the
new location of the REO Account prior to any change thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on
deposit in the REO Account relating to such REO Property. On or prior to each
Determination Date (or with respect to the CenterPoint I Companion Note, on each
CenterPoint I Remittance Date), the Special Servicer shall withdraw from the REO
Account and remit to the Master Servicer, which shall deposit into the
Certificate Account (or such subaccount of the Certificate Account for each
Companion Loan, as applicable), the aggregate of all amounts received in respect
of each REO Property during the most recently ended Due Period, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii)
Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standards, such portion of such balance as may be necessary
to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property.
In addition, on or prior to each Determination Date (or with respect to the
CenterPoint I Companion Note, on each CenterPoint I Remittance Date), the
Special Servicer shall provide the Master Servicer with a written accounting of
amounts remitted to the Master Servicer for deposit in the Certificate Account,
as applicable, on such date. The Master Servicer shall apply all such amounts as
instructed by the Special Servicer on the Determination Date (or with respect to
the CenterPoint I Companion Note, on each CenterPoint I Remittance Date) for the
related Distribution Date.
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
Section 3.17 Management of REO Property. (a) If title to any REO
Property is acquired, the Special Servicer shall manage, consent, protect,
operate and lease such REO Property for the benefit of the Certificateholders
and the Companion Holders, as applicable, and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund or any holder of the
CenterPoint I Companion Note of any "income from non-permitted assets" within
the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC
Event or a similar event involving any commercial mortgage securitization trust
that holds the CenterPoint I Companion Note. Subject to the foregoing, however,
the Special Servicer shall have full power and authority to do any and all
things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders (and, in the case of each Loan Pair, the
related Companion Holder(s)) and the Trustee (as holder of the Uncertificated
Lower-Tier Interests) all as a collective whole (as determined by the Special
Servicer in its reasonable judgment in accordance with the Servicing Standards).
REO Property with respect to the Houston Galleria Mortgage Loan is excluded for
all purposes of this Section 3.17. Subject to this Section 3.17, the Special
Servicer may allow the Trust Fund or any commercial mortgage securitization that
holds the CenterPoint I Companion Note to earn "net income from foreclosure
property" within the meaning of Section 860G(d) of the Code if it determines
that earning such income is in the best interests of Certificateholders and, if
applicable, any related Companion Holder(s) on a net after-tax basis as compared
with net leasing such REO Property or operating such REO Property on a different
basis. In connection therewith, the Special Servicer shall deposit or cause to
be deposited on a daily basis (and in no event later than 1 Business Day
following receipt of such funds) in the applicable REO Account all revenues
received by it with respect to each REO Property and the related REO Loan, and
shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without
limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property, if
applicable; and
(iv) all costs and expenses necessary to maintain and lease such REO
Property.
To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Master Servicer (subject to
receiving notice from the Special Servicer in accordance with the procedures set
forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer's
Certificate delivered to the Trustee, the Depositor, the Paying Agent and the
Directing Certificateholder) such advances would, if made, constitute
Nonrecoverable Servicing Advances.
(b) Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Trust Fund to enter into, renew or extend any New
Lease with respect to any REO Property, if the New Lease by its terms will
give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease
other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property,
other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) Directly Operate, or allow any other Person, other than an
Independent Contractor, to Directly Operate, any REO Property on any date
more than 90 days after its acquisition date;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that such action will not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held for the benefit of the Trust Fund, or, if
applicable, any commercial mortgage securitization that holds the CenterPoint I
Companion Note in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel.
(c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the acquisition date thereof, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be an
expense of the Trust Fund) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;
(iii) any such contract shall require, or shall be administered to
require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and
such costs and expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations hereunder with respect to the operation and management of any
such REO Property; and
(v) the Special Servicer shall be obligated to manage and supervise
such Independent Contractor in accordance with the Servicing Standards.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
(d) When and as necessary, the Special Servicer shall send to the
Trustee, the Paying Agent and the Master Servicer a statement prepared by the
Special Servicer setting forth the amount of net income or net loss, as
determined for federal income tax purposes, resulting from the operation and
management of a trade or business on, the furnishing or rendering of a
non-customary service to the tenants of, or the receipt of any other amount not
constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.17(a) and 3.17(b).
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.
(a) (i) Within thirty (30) days after a Mortgage Loan has become a
Specially Serviced Mortgage Loan with respect to any Defaulted Mortgage Loan,
the Special Servicer shall order an Appraisal (but shall not be required to be
received) and within thirty (30) days of receipt of the Appraisal shall
determine the fair value of such Defaulted Mortgage Loan in accordance with the
Servicing Standards; provided, however, that such determination shall be made
without taking into account any effect the restrictions on the sale of such
Mortgage Loan contained herein may have on the value of such Defaulted Mortgage
Loan; provided, further, that if the Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property, the
Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such
an Appraisal. The Special Servicer may, from time to time, adjust its fair value
determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such
circumstances and new information in accordance with the Servicing Standards,
conducted not less often than every 90 days. The Special Servicer shall notify
the Trustee, the Master Servicer, the Paying Agent and the Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class
(the "Controlling Class Option Holder") and the CenterPoint I Companion
Noteholders (solely as it relates to the CenterPoint I Whole Loan), promptly
upon its making a fair value determination and any subsequent adjustment
thereto. The Special Servicer shall also deliver to the Master Servicer, the
Rating Agencies and the Controlling Class Option Holder and the CenterPoint I
Companion Noteholders (solely as it relates to the CenterPoint I Whole Loan) (to
the extent such parties have not already received), the most recent Appraisal of
the related Mortgaged Property then in the Special Servicer's possession,
together with such other third-party reports and other information then in the
Special Servicer's possession that the Special Servicer reasonably believes to
be relevant to the fair value determination with respect to such Mortgage Loan
(such materials are, collectively, the "Determination Information"). If the
Special Servicer will not be determining whether the Option Price represents
fair value of the Defaulted Mortgage Loan, pursuant to the penultimate paragraph
of Section 3.18(a)(iv), the Special Servicer shall also deliver the
Determination Information to the Trustee.
In determining the fair value of any Defaulted Mortgage Loan, the
Special Servicer shall take into account, among other factors, the period and
amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, and the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property. In addition, the Special Servicer shall refer to the Determination
Information and all other relevant information obtained by it or otherwise
contained in the Mortgage File; provided that the Special Servicer shall take
account of any change in circumstances regarding the related Mortgaged Property
known to the Special Servicer that has occurred subsequent to, and that would,
in the Special Servicer's reasonable judgment, materially affect the value of
the related Mortgaged Property reflected in, the most recent related Appraisal.
Furthermore, the Special Servicer shall consider all available objective
third-party information obtained from generally available sources, as well as
information obtained from vendors providing real estate services to the Special
Servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
Mortgaged Property is located. The Special Servicer may conclusively rely on the
opinion and reports of Independent third parties in making such determination.
(ii) Subject to the terms and conditions of clauses (d), (e), (f)
and (g) of this Section 3.18, at the time a Mortgage Loan becomes a
Defaulted Mortgage Loan, the Special Servicer and Controlling Class Option
Holder (each, together with their assignees, an "Option Holder") will have
an assignable option (the "Purchase Option") to purchase such Defaulted
Mortgage Loan from the Trust Fund at a price (the "Option Price") equal to
(A) if the Special Servicer has not yet determined the fair value of such
Defaulted Mortgage Loan, the sum of (1) the Stated Principal Balance
thereof, together with all accrued and unpaid interest thereon at the
Mortgage Rate, (2) any related Yield Maintenance Charge or prepayment
premium then payable (except if the Purchase Option is exercised by the
Controlling Class Option Holder), (3) all related Advances for which the
Trust Fund or the related Master Servicer has not been reimbursed,
together with all accrued and unpaid interest thereon at the Reimbursement
Rate to the extent not included in (1) above, and (4) all accrued Special
Servicing Fees and additional Trust Fund expenses allocable to such
Defaulted Mortgage Loan whether recovered or unrecovered from the related
Mortgagor or (B) if the Special Servicer has determined the fair value of
such Defaulted Mortgage Loan pursuant to clause (i) above, an amount at
least equal to such fair value. Notwithstanding the foregoing, for a
period of sixty (60) days after it receives notice of the Special
Servicer's fair value determination (the "Controlling Class
Certificateholder's Option Period"), only the Purchase Option held by the
Controlling Class Option Holder may be exercised.
Any Option Holder may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Mortgage Loan to any party
at any time after the related Mortgage Loan becomes a Defaulted Mortgage
Loan. The transferor of any Purchase Option shall notify the Trustee, the
Paying Agent and the Master Servicer of such transfer and such notice
shall include the transferee's name, address, telephone number, facsimile
number and appropriate contact person(s) and shall be acknowledged in
writing by the transferee.
Each Option Holder's Purchase Option with respect to any Defaulted
Mortgage Loan, if not exercised, will automatically terminate (A) once the
related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan;
provided, however, that if such Mortgage Loan subsequently becomes a
Defaulted Mortgage Loan, the related Purchase Option shall again be
exercisable, (B) upon the acquisition, by or on behalf of the Trust Fund,
of title to the related Mortgaged Property through foreclosure or deed in
lieu of foreclosure, (C) upon the modification or pay-off, in full or at a
discount, of such Defaulted Mortgage Loan in connection with a workout or
(D) subject to the Master Servicer's determination set forth in clause
(iv) below, upon another Option Holder's exercise of its Purchase Option
with respect to the related Mortgage Loan becoming effective pursuant to
clause (iii) below.
(iii) Upon receipt of notice from the Special Servicer indicating
that a Mortgage Loan has become a Defaulted Mortgage Loan, and after the
expiration of the Controlling Class Certificateholder's Option Period,
each Option Holder (whether the original grantee of such option or any
subsequent transferee) may exercise its Purchase Option by providing the
Master Servicer, the Paying Agent and the Trustee written notice thereof
(the "Purchase Option Notice"), in the form of Exhibit J, which notice
shall identify the Person that, on its own or through an Affiliate, will
acquire the related Mortgage Loan upon closing and shall specify a cash
exercise price at least equal to the Option Price. The Purchase Option
Notice shall be delivered in the manner specified in Section 12.05.
Immediately upon receipt of such Purchase Option Notice, the Special
Servicer shall notify the remaining Option Holders that a Purchase Option
has been exercised. Within ten (10) days thereafter, each remaining Option
Holder may submit to the Special Servicer a Purchase Option Notice for the
related Defaulted Mortgage Loan. Upon the expiration of such ten (10) day
period, or such sooner time as all remaining Option Holders have submitted
Purchase Option Notices, the Special Servicer shall notify the Option
Holder whose Purchase Option Notice included the highest exercise price
that the exercise of its Purchase Option is effective. The Special
Servicer shall also notify the Trustee of such effective exercise. In the
event that more than one Option Holder exercises its Purchase Option at
the same price, the Purchase Option Notice from the Controlling Class
Option Holder or its assignee, or if none, then the first Purchase Option
Notice received by the Special Servicer, shall be effective. The exercise
of any Purchase Option pursuant to this clause (iii) shall be irrevocable;
provided that the assignor of the Purchase Option shall have no liability
to the Trust or any other party hereto for the failure of its third party
assignee to close the sale of the Defaulted Mortgage Loan after its
exercise of the option, and upon such failure, the Purchase Option shall
revert to the Option Holder as provided herein as if the Purchase Option
had not been exercised, and the Special Servicer shall pursue against such
assignee whatever remedies it may have against the assignee.
(iv) If the Special Servicer or any Controlling Class Option Holder,
or any of their respective Affiliates, is identified in the Purchase
Option Notice as the Person expected to acquire the related Mortgage Loan,
and the Option Price is based upon the Special Servicer's fair value
determination, the Master Servicer shall determine as soon as reasonably
practicable (and, in any event, within thirty (30) days) after the Master
Servicer has received the written notice and the Determination Information
to be provided to the Master Servicer by the Special Servicer under
Section 3.18(a)(i), whether the Option Price represents fair value for the
Defaulted Mortgage Loan; provided that, if the Special Servicer is then in
the process of obtaining a new Appraisal with respect to the related
Mortgaged Property, then the Master Servicer shall make its fair value
determination with respect to such Mortgage Loan as soon as reasonably
practicable (but in any event within thirty (30) days) after the Master
Servicer's receipt of such new Appraisal. Such fair value determination
shall be made in accordance with Servicing Standards. In determining the
fair value of any Defaulted Mortgage Loan, the Master Servicer shall take
into account, among other factors, the period and amount of the
delinquency on such Mortgage Loan, the occupancy level and physical
condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, and the time
and expense associated with a purchaser's foreclosing on the related
Mortgaged Property. In addition, the Master Servicer shall refer to the
Determination Information and all other relevant information delivered to
it by the Special Servicer or otherwise contained in the Mortgage File;
provided that the Master Servicer shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Master
Servicer that has occurred subsequent to, and that would, in the Master
Servicer's reasonable judgment, materially affect the value of the related
Mortgaged Property reflected in, such appraisal. Furthermore, the Master
Servicer shall consider all available objective third-party information
obtained from generally available sources, as well as information obtained
from vendors providing real estate services to the Master Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related
Mortgaged Property is located. The Master Servicer may conclusively rely
on the opinion and reports of Independent third parties in making such
determination. The Master Servicer shall be entitled to receive out of the
Certificate Account as additional compensation a reasonable fee, not to
exceed $2,500 plus reasonable out-of-pocket costs and expenses, for each
determination made in accordance with this clause (iv), provided, however,
with respect to any Mortgage Loan, such fee shall be collectible once in
any six-month period. The reasonable cost of all third party consultants
and related reports, including but not limited to appraisals, inspection
reports and broker opinions of value, reasonably incurred by the Master
Servicer pursuant to this Section 3.18(a)(iv) shall constitute, and be
reimbursable as, Servicing Advances; provided that the Master Servicer may
rely on the most current Appraisal and property inspection report obtained
for the related Mortgaged Property pursuant to Section 3.12. The other
parties to this Agreement shall cooperate with all reasonable requests for
information.
Notwithstanding anything contained in this clause (iv) to the
contrary, if the Special Servicer or the Controlling Class Option Holder,
or any of their respective Affiliates, is identified in the Purchase
Option Notice as the Person expected to acquire the related Mortgage Loan,
and the Option Price is based upon the Special Servicer's fair value
determination, and the Master Servicer and the Special Servicer are
Affiliates, the Trustee, subject to the Directing Certificateholder's
reasonable prior written consent, which consent shall not be unreasonably
withheld, shall designate an Independent third party, independent of the
Directing Certificateholder, to determine whether the Option Price
represents fair value for the Defaulted Mortgage Loan, in the manner and
within the time set forth in the first paragraph of this clause (iv). In
the event that the Trustee is called upon to designate such a third party
to make such determination, the Trustee will not assume any responsibility
for such third party's determination which determination the Trustee shall
be entitled to conclusively rely upon. The Trustee may pay such third
party a fee of up to $2,500. The reasonable costs of such Independent
third party appraisals, all inspection reports and broker opinions of
value, reasonably incurred by the Trustee or any such third party pursuant
to this paragraph shall be advanced by the Master Servicer and shall
constitute, and be reimbursable as, Servicing Advances. In connection with
the Trustee's designating an Independent third party, the Special Servicer
shall deliver to the Trustee for such Independent third party's use the
Determination Information.
In the event the Master Servicer or any designated third party, as
applicable, determines that the Option Price is less than the fair value
of the Defaulted Mortgage Loan, such party shall provide its
determination, together with all information and reports it relied upon in
making such determination, to the Special Servicer, who may then adjust
its fair value determination and, consequently, the Option Price, pursuant
to Section 3.18(a)(i). The Special Servicer shall promptly provide written
notice of any adjustment of the Option Price to the Option Holder whose
Purchase Option has been declared effective pursuant to clause (iii)
above. Upon receipt of such notice, such Option Holder shall have three
(3) Business Days to (i) accept the Option Price as adjusted and proceed
in accordance with clause (v) below, or (ii) reject the Option Price as
adjusted, in which case such Option Holder shall not be obligated to close
the purchase of the Defaulted Mortgage Loan. Upon notice from such Option
Holder, or the Special Servicer, that such Option Holder rejects the
Option Price as adjusted, the Master Servicer and the Trustee shall
provide the notices described in the second paragraph of clause (v) below
and thereafter any Option Holder may exercise its purchase option in
accordance with Section 3.18(a), at the Option Price as adjusted.
(v) The Option Holder whose Purchase Option is declared effective
pursuant to clause (iii) above shall be required to pay the purchase price
specified in its Purchase Option Notice to the Master Servicer within ten
(10) Business Days of its receipt of the Special Servicer's (or the Master
Servicer's, if the Option Holder is the Special Servicer) notice
confirming that the exercise of its Purchase Option is effective. Upon
receipt of an Officer's Certificate from the Special Servicer or Master
Servicer, as applicable, specifying the date for closing the purchase of
the related Defaulted Mortgage Loan, and the purchase price to be paid
therefor, the Trustee shall deliver at such closing for release to or at
the direction of such Option Holder, the related Mortgage File, and shall
execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it by such Option Holder
and are reasonably necessary to vest in the purchaser or any designee
thereof the ownership of such Mortgage Loan on a servicing released basis.
In connection with any such purchase by any Person other than it, the
Special Servicer shall deliver the related Mortgage File to or at the
direction of the purchaser. In any case, the Master Servicer shall deposit
the purchase price (except that portion of any purchase price constituting
Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale Reserve
Account) into the Certificate Account within one (1) Business Day
following the closing of the sale of the related Defaulted Mortgage Loan.
The Master Servicer shall immediately notify the Trustee and the
Special Servicer upon the holder of the effective Purchase Option's
failure to remit the purchase price specified in its Purchase Option
Notice pursuant to this clause (v). Thereafter, the Trustee shall notify
each Option Holder of such failure and any Option Holder may then exercise
its purchase option in accordance with this Section 3.18(a).
(vi) Unless and until the Purchase Option with respect to any
Defaulted Mortgage Loan is exercised or expires, the Special Servicer
shall pursue such other resolution strategies with respect to such
Defaulted Mortgage Loan, including, without limitation, workout and
foreclosure, as the Special Servicer may deem appropriate, consistent with
the Asset Status Report and the Servicing Standards and the REMIC
Provisions; provided, however, the Special Servicer shall not sell any
Defaulted Mortgage Loan (other than in connection with exercise of a
related Purchase Option or as otherwise permitted in this Section 3.18).
(b) (i) The Special Servicer may purchase any REO Property (at the
Purchase Price therefor) (in the case of a Loan Pair, such purchase shall be a
purchase of the entire REO Property, including the portion relating to the
Companion Loans). The Special Servicer may also offer to sell to any Person any
REO Property (in the case of a Loan Pair, such sale shall be a sale of the
entire REO Property, including the portion relating to the Companion Loans), if
and when the Special Servicer determines, consistent with the Servicing
Standards, that such a sale would be in the best economic interests of the Trust
Fund and the Companion Holders. The Special Servicer shall give the Trustee, the
Master Servicer, the Paying Agent and the Directing Certificateholder not less
than five (5) Business Days' prior written notice of the Purchase Price and its
intention to (i) purchase any REO Property at the Purchase Price therefor or
(ii) sell any REO Property, in which case the Special Servicer shall accept the
highest offer received from any Person for any REO Property in an amount at
least equal to the Purchase Price therefor. To the extent permitted by
applicable law, and subject to the Servicing Standards, the Master Servicer, an
Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the
Special Servicer, or an employee of either of them may act as broker in
connection with the sale of any REO Property and may retain from the proceeds of
such sale a brokerage commission that does not exceed the commission that would
have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm's length.
In the absence of any such offer, the Special Servicer shall accept
the highest offer received from any Person that is determined by the
Special Servicer to be a fair price for such REO Property, if the highest
bidder is a Person other than an Interested Person, or if such price is
determined to be such a price by the Trustee, if the highest bidder is an
Interested Person. Notwithstanding anything to the contrary herein,
neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any REO Property pursuant hereto.
The Special Servicer shall not be obligated by either of the
foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standards,
that rejection of such offer would be in the best interests of the
Certificateholders. In addition, the Special Servicer may accept a lower
offer if it determines, in accordance with the Servicing Standards, that
acceptance of such offer would be in the best interests of the
Certificateholders (for example, if the prospective buyer making the lower
offer is more likely to perform its obligations, or the terms offered by
the prospective buyer making the lower offer are more favorable).
In determining whether any offer received from an Interested Person
represents a fair price for any REO Property, the Trustee shall obtain and
may conclusively rely on the opinion of an Independent appraiser or other
Independent expert in real estate matters retained by the Trustee at the
expense of the Trust Fund. In determining whether any offer constitutes a
fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into
account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust Fund's
obligation to comply with REMIC Provisions.
(ii) Subject to the Servicing Standards, the Special Servicer shall
act on behalf of the Trust Fund and the Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with
the sale of any REO Property, including the collection of all amounts
payable in connection therewith. A sale of any REO Property shall be
without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent or
the Trust Fund (except that any contract of sale and assignment and
conveyance documents may contain customary warranties of title, so long as
the only recourse for breach thereof is to the Trust Fund) and, if
consummated in accordance with the terms of this Agreement, none of the
Master Servicer, the Special Servicer, the Depositor, the Paying Agent nor
the Trustee shall have any liability to the Trust Fund or any
Certificateholder or Companion Holder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.
(c) Any sale of a Defaulted Mortgage Loan or any REO Property shall
be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a
sale for other consideration).
(d) Notwithstanding anything in this Section 3.18 to the contrary,
pursuant to the terms of the related Intercreditor Agreement, the Companion
Holder will have the right to purchase the related AB Mortgage Loan, as
applicable, or related REO Property. With respect to each AB Mortgage Loan, such
right of the Companion Holder shall be given priority over any provision
described in this Section 3.18, subject, to the extent applicable, to any rights
of a mezzanine lender as set forth in Section 3.18(e). If the AB Mortgage Loan
or REO Property is purchased by the Companion Holder, repurchased by the
applicable Mortgage Loan Seller or otherwise ceases to be subject to this
Agreement, the related Companion Loan will no longer be subject to this
Agreement. None of the Trustee, the Paying Agent, the Master Servicer nor the
Trust Fund shall acquire a Companion Loan.
(e) Notwithstanding anything in this Section 3.18 to the contrary,
any mezzanine lender will have the right to purchase the related Mortgage Loan
and cure defaults relating thereto as and to the extent set forth in the related
mezzanine intercreditor agreement.
(f) In the event the Master Servicer or the Special Servicer has the
right to purchase any Companion Loan on behalf of the Trust pursuant to the
related Intercreditor Agreement, neither the Master Servicer nor the Special
Servicer shall exercise such right.
(g) Notwithstanding anything herein to the contrary, the applicable
party shall be entitled to purchase the Houston Galleria Mortgage Loan in
accordance with the terms and conditions set forth in the Houston Galleria
Intercreditor Agreement and the Houston Galleria Pooling Agreement.
Section 3.19 Additional Obligations of Master Servicer and Special
Servicer. (a) The Master Servicer shall deliver all Compensating Interest
Payments to the Paying Agent for deposit in the Distribution Account on each P&I
Advance Date, without any right of reimbursement therefor.
(b) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Intercreditor Agreement.
(c) Upon the determination that a previously made Advance is a
Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the
Mortgage Loans deposited in the Certificate Account and available for
distribution on the next Distribution Date, the Master Servicer or the Trustee,
each at its own option and in its sole discretion, as applicable, instead of
obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to
refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then current
Determination Date, for successive one-month periods for a total period not to
exceed 12 months and any election to so defer shall be deemed to be in
accordance with the Servicing Standard. If the Master Servicer (or the Trustee)
makes such an election at its sole option and in its sole discretion to defer
reimbursement with respect to all or a portion of a Nonrecoverable Advance
(together with interest thereon), then such Nonrecoverable Advance (together
with interest thereon) or portion thereof shall continue to be fully
reimbursable in the subsequent collection period (subject, again, to the same
sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with
a potential election by the Master Servicer (or the Trustee) to refrain from the
reimbursement of a particular Nonrecoverable Advance or portion thereof during
the one month collection period ending on the related Determination Date for any
Distribution Date, the Master Servicer (or the Trustee) shall further be
authorized to wait for principal collections on the Mortgage Loans to be
received before making its determination of whether to refrain from the
reimbursement of a particular Nonrecoverable Advance or portion thereof) until
the end of such collection period; provided, however, if, at any time the Master
Servicer or the Trustee, as applicable, elects not to refrain from obtaining
such reimbursement or otherwise determines that the reimbursement of a
Nonrecoverable Advance during a one-month collection period will exceed the full
amount of the principal portion of general collections deposited in the
Collection Account for such Distribution Date, then the Master Servicer or the
Trustee, as applicable, shall use its reasonable efforts to give Xxxxx'x and S&P
15 days' notice of such determination, unless extraordinary circumstances make
such notice impractical. Nothing herein shall give the Master Servicer or the
Trustee the right to defer reimbursement of a Nonrecoverable Advance to the
extent of any principal collections then available in the Certificate Account
pursuant to Section 3.05(a)(v).
The foregoing shall not, however, be construed to limit any
liability that may otherwise be imposed on such Person for any failure by such
Person to comply with the conditions to making such an election under this
section or to comply with the terms of this section and the other provisions of
this Agreement that apply once such an election, if any, has been made;
provided, however, that the fact that a decision to recover such Nonrecoverable
Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to any Master Servicer
or the Special Servicer, as applicable, constitute a violation of the Servicing
Standards and/or with respect to the Trustee, constitute a violation of any
fiduciary duty to Certificateholders or any contractual obligation hereunder. If
the Master Servicer or the Trustee, as applicable, determines, in its sole
discretion, that its ability to fully recover the Nonrecoverable Advances has
been compromised, then the Master Servicer or the Trustee, as applicable, shall
be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Reimbursement Rate from all amounts in the Certificate Account
for such Distribution Date (deemed first from principal and then interest). Any
such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to
any one or more collection periods shall not limit the accrual of interest at
the Reimbursement Rate on such Nonrecoverable Advance for the period prior to
the actual reimbursement of such Nonrecoverable Advance. The Master Servicer's
or the Trustee's, as applicable, agreement to defer reimbursement of such
Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of
the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the
Certificateholders a right to prior payment of distributions over the Master
Servicer's or the Trustee's, as applicable, right to reimbursement for Advances
(deferred or otherwise) and accrued interest thereon. In all events, the
decision to defer reimbursement or to seek immediate reimbursement of
Nonrecoverable Advances shall be deemed to be in accordance with the Servicing
Standard and none of the Master Servicer, the Trustee or the other parties to
this Agreement shall have any liability to one another or to any of the
Certificateholders or any of the Companion Holders for any such election that
such party makes as contemplated by this section or for any losses, damages or
other adverse economic or other effects that may arise from such an election.
Section 3.20 Modifications, Waivers, Amendments and Consents. (a)
Except as set forth in Section 3.08(a), Section 3.08(b), Section 3.08(f), this
Section 3.20(a), Section 3.20(d), Section 3.20(j) and Section 6.07 but subject
to any other conditions set forth thereunder, and, with respect to an AB
Mortgage Loan, subject to the rights of the related Companion Holder to advise
the Master Servicer with respect to, or consent to, a modification, waiver or
amendment pursuant to the terms of the related Intercreditor Agreement, the
Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan
and/or a Companion Loan without the prior written consent of the Special
Servicer; provided that, the Master Servicer shall forward to the Special
Servicer requests to extend the maturity date of a Mortgage Loan and/or
Companion Loan that is not a Specially Serviced Mortgage Loan, and the Special
Servicer may approve such request, provided, further, that except as provided in
the following sentence, no such extension entered into pursuant to this Section
3.20(a) shall extend the Maturity Date beyond the earlier of (i) two years prior
to the Rated Final Distribution Date (and in the case of the CenterPoint I Whole
Loan, two years following its Maturity Date) and (ii) in the case of a Mortgage
Loan secured by a leasehold estate and not also the related fee interest, the
date twenty years or, to the extent consistent with the Servicing Standards
giving due consideration to the remaining term of the ground lease, ten years,
prior to the expiration of such leasehold estate. If such extension would extend
the Maturity Date of a Mortgage Loan and/or Companion Loan for more than twelve
months from and after the original Maturity Date of such Mortgage Loan and/or
Companion Loan and such Mortgage Loan and/or Companion Loan is not in default or
default with respect thereto is not reasonably foreseeable, the Master Servicer
must provide the Trustee, the Special Servicer and the Directing
Certificateholders with an Opinion of Counsel (at the expense of the related
Mortgagor to the extent permitted under the Mortgage Loan documents and, if not
required to be paid by the Mortgagor, to be paid as a Servicing Advance and the
Special Servicer shall not consent to such extension without the consent of the
Directing Certificateholder) that such extension would not constitute a
"significant modification" of the Mortgage Loan and/or Companion Loan within the
meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the
foregoing, subject to the rights of the related Companion Holder to advise the
Master Servicer with respect to, or consent to, such modification, waiver or
amendment pursuant to the terms of the related Intercreditor Agreement, the
Master Servicer, with respect to Non-Specially Serviced Mortgage Loans without
the consent of the Special Servicer, may modify or amend the terms of any
Mortgage Loan and/or Companion Loan in order to (i) cure any ambiguity or
mistake therein or (ii) correct or supplement any provisions therein which may
be inconsistent with any other provisions therein or correct any error,
provided, that the Master Servicer shall not grant any waiver with respect to
the release of the "City Reserve" under the Cadillac Tower Mortgage Loan
(identified as Loan No. 38 on Exhibit B hereto) without the consent of the
Special Servicer and provided further, that, if the Mortgage Loan and/or
Companion Loan is not in default or default with respect thereto is not
reasonably foreseeable, such modification or amendment would not be a
"significant modification" of the Mortgage Loan and/or Companion Loan within the
meaning of Treasury Regulations Section 1.860G-2(b).
Subject to Section 6.07 herein, applicable law and the Mortgage Loan
or Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion
thereof) for one or more other parcels of real property at any time the Mortgage
Loan and/or Companion Loan is not in default pursuant to the terms of the
related Mortgage Loan and/or Companion Loan documents or default with respect
thereto is not reasonably foreseeable unless (i) the Master Servicer or the
Special Servicer, as applicable, obtains from each Rating Agency (and delivers
to the Directing Certificateholder) a written confirmation that such
substitution will not cause a downgrade, qualification or withdrawal of the then
current rating assigned to any of the Certificates or CenterPoint I Companion
Loan Securities and (ii) either (a) such substitution is at the unilateral
option of the Mortgagor or otherwise occurs automatically pursuant to the terms
of the Mortgage Loan in effect on the Startup Day, within the meaning of
Treasury Regulations Section 1.1001-3, or (b) it has received an Opinion of
Counsel to the effect that such substitution would not be a "significant
modification" of the Mortgage Loan and/or Companion Loan within the meaning of
Treasury Regulations Section 1.860G-2(b).
(b) If the Special Servicer determines that a modification, waiver
or amendment (including, without limitation, the forgiveness or deferral of
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan and/or Companion Loan or otherwise, the release of collateral
or the pledge of additional collateral) of the terms of a Specially Serviced
Mortgage Loan with respect to which a payment default or other material default
has occurred or a payment default or other material default is, in the Special
Servicer's judgment, reasonably foreseeable (as evidenced by an Officer's
Certificate of the Special Servicer), is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) to the Trust and, if applicable, the Companion
Holders as the holders of such Companion Loans than liquidation of such
Specially Serviced Mortgage Loan, then the Special Servicer may agree to a
modification, waiver or amendment of such Specially Serviced Mortgage Loan,
subject to (x) the provisions of this Section 3.20(b) and Section 3.20(c), (y)
the approval of the Directing Certificateholder as provided in Section 3.21 and
(z) with respect to an AB Mortgage Loan, the rights of the related Companion
Holder to advise the Special Servicer with respect to, or consent to, such
modification, waiver or amendment pursuant to the terms of the related
Intercreditor Agreement.
The Special Servicer shall use its reasonable efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would extend the maturity date of any such
Specially Serviced Mortgage Loan to a date occurring later than the earlier of
(a) two years prior to the Rated Final Distribution Date (and in the case of the
CenterPoint I Whole Loan, two years following its Maturity Date) and (b) if such
Specially Serviced Mortgage Loan is secured by a leasehold estate and not also
the related fee interest, the date occurring twenty years or, to the extent
consistent with the Servicing Standards giving due consideration to the
remaining term of the ground lease, with the consent of the Directing
Certificateholder, ten years prior to the expiration of such leasehold estate.
(c) Any provision of this Section 3.20 to the contrary
notwithstanding, except when a Mortgage Loan and/or Companion Loan is in default
or default with respect thereto is reasonably foreseeable, no fee described in
this paragraph shall be collected by any Master Servicer or Special Servicer
from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion Loan,
as applicable (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification,
waiver or amendment to be a "significant modification" of the Mortgage Note
within the meaning of Treasury Regulations Section 1.860G-2(b).
(d) To the extent consistent with this Agreement (including, without
limitation, the first sentence of Section 3.20 and Section 6.07), the Master
Servicer (as provided in Section 3.08(a), (b) and (e)) or the Special Servicer
may agree to any waiver, modification or amendment. Neither the Master Servicer
nor the Special Servicer may waive, modify or amend (or consent to waive, modify
or amend) any provision of a Mortgage Loan or Companion Loan that is not in
default or as to which default is not reasonably foreseeable except for (1) the
waiver of any due-on-sale clause or due-on-encumbrance clause to the extent
permitted in this Agreement, and (2) any waiver, modification or amendment more
than three months after the Closing Date that the Special Servicer or Master
Servicer, as applicable, determines (which determination shall be based on an
Opinion of Counsel delivered to the Trustee (which shall be obtained at the
expense of the related Mortgagor or such other Person requesting such
modification or, if such expense cannot be collected from the related Mortgagor
or such other person, to be paid out of the Certificate Account pursuant to
Section 3.05(a)) to the effect that the contemplated waiver, modification or
amendment (i) will not be a "significant modification" of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not
cause (x) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC for purposes of the Code or (y) either the Lower-Tier REMIC or the
Upper-Tier REMIC to be subject to any tax under the REMIC Provisions.
Notwithstanding the foregoing, neither the applicable Master Servicer nor the
Special Servicer may waive the payment of any Yield Maintenance Charge or the
requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if
not made on a Due Date, be accompanied by all interest that would be due on the
next Due Date with respect to any Mortgage Loan or Companion Loan that is not a
Specially Serviced Mortgage Loan.
(e) In the event of a modification that creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.
(f) Subject to Section 3.20(c), the Master Servicer and the Special
Servicer each may, as a condition to its granting any request by a Mortgagor for
consent, modification (including extensions), waiver or indulgence or any other
matter or thing, the granting of which is within the Master Servicer's or the
Special Servicer's, as the case may be, discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan or Companion Loan
and is permitted by the terms of this Agreement, require that such Mortgagor pay
to the Master Servicer or the Special Servicer, as the case may be, as
additional servicing compensation, a reasonable or customary fee, for the
additional services performed in connection with such request.
(g) All modifications (including extensions), waivers and amendments
of the Mortgage Loans and/or Companion Loans entered into pursuant to this
Section 3.20 shall be in writing, signed by the Master Servicer or the Special
Servicer, as the case may be, and the related Mortgagor (and by any guarantor of
the related Mortgage Loan, if such guarantor's signature is required by the
Special Servicer in accordance with the Servicing Standards).
(h) Each of the Master Servicer and the Special Servicer shall
notify the Rating Agencies, the Trustee, the Directing Certificateholder, the
applicable Companion Holder, if any, and each other in writing of any
modification, waiver or amendment of any term of any Mortgage Loan or Companion
Loan and the date thereof, and shall deliver to the Trustee or the related
Custodian with a copy to the Master Servicer (if such notice is being delivered
by the Special Servicer) for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within 10 Business Days) following the execution
thereof, with a copy to the applicable Companion Holder, if any. Following
receipt of the Master Servicer's or the Special Servicer's, as applicable,
delivery of the aforesaid modification, waiver or amendment to the Paying Agent,
the Paying Agent shall forward a copy thereof to each Holder of a Class A-3A,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P and Class NR Certificate upon request.
(i) [RESERVED].
(j) Notwithstanding the foregoing, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or the CenterPoint I
Whole Loan unless such defeasance complies with Treasury Regulations Section
1.860G2(a)(8) and the Master Servicer or the Special Servicer, as applicable,
has received (i) a certificate of an Independent certified public accountant to
the effect that such substituted property will provide cash flows sufficient to
meet all payments of interest and principal (including payments at maturity) on
such Mortgage Loan or the CenterPoint I Whole Loan in compliance with the
requirements of the terms of the related Mortgage Loan documents and, if
applicable, Companion Loan documents, (ii) one or more Opinions of Counsel (at
the expense of the related Mortgagor) to the effect that the Trustee, on behalf
of the Trust Fund, will have a first priority perfected security interest in
such substituted Mortgaged Property; provided, however, that, to the extent
consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the related Mortgagor shall pay the cost of any such
opinion as a condition to granting such defeasance, (iii) to the extent
consistent with the related Mortgage Loan documents, the Mortgagor shall
establish a single purpose entity to act as a successor Mortgagor, if so
required by the Rating Agencies, (iv) to the extent permissible under the
related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer or Special Servicer, as applicable shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance,
including but not limited to the cost of maintaining any successor Mortgagor and
(v) to the extent permissible under the Mortgage Loan documents and, if
applicable, Companion Loan documents, the Master Servicer or Special Servicer,
as applicable shall obtain, at the expense of the related Mortgagor, written
confirmation from the Rating Agencies that such defeasance will not cause the
downgrade, withdrawal or modification of the then current ratings of the
Certificates (or, insofar as there is then outstanding any class of CenterPoint
I Companion Loan Securities then rated by such Rating Agency, such class of
securities); provided, however, that no such confirmation: (a) from S&P shall be
required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit T for any Mortgage Loan which
(together with any Mortgage Loans cross collateralized with such Mortgage Loans)
is: (i) a Mortgage Loan with a Cut-off Date Principal Balance less than
$20,000,000, (ii) a Mortgage Loan that represents less than 5% of the Cut-off
Date Principal Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is
not one of the ten largest Mortgage Loans by Stated Principal Balance; and (b)
the Master Servicer or Special Servicer, as applicable shall not be required to
obtain the Xxxxx'x confirmation referenced in clause (v) above with respect to
any Mortgage Loan which has a Stated Principal Balance less than $20,000,000 and
represents less than 5% of the Stated Principal Balance of all the Mortgage
Loans, so long as such Mortgage Loan is not one of the ten largest Mortgage
Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event
that requiring the Mortgagor to pay for the items specified in clauses (ii),
(iv) and (v) in the preceding sentence would be inconsistent with the related
Mortgage Loan documents, such costs shall be paid by the related Mortgage Loan
Seller as set forth in the first paragraph of Section 2.03(b) as a Trust Fund
expense.
(k) Notwithstanding anything herein or in the related Mortgage Loan
documents and, if applicable, Companion Loan documents to the contrary, the
Master Servicer or the Special Servicer may permit the substitution of
"government securities," within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section
1.860G-2(a)(8) for any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or CenterPoint I Whole Loan, as applicable (or any portion
thereof), in lieu of the defeasance collateral specified in the related Mortgage
Loan or CenterPoint I Whole Loan, as applicable, or Companion Loan documents;
provided that the Master Servicer or the Special Servicer reasonably determines
that allowing their use would not cause a default or event of default to become
reasonably foreseeable and the Master Servicer or the Special Servicer receives
an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted
under the Mortgage Loan documents and, if applicable, Companion Loan documents)
to the effect that such use would not be and would not constitute a "significant
modification" of such Mortgage Loan or Companion Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse
REMIC Event with respect to any REMIC or a similar event involving any
commercial mortgage securitization trust that holds a CenterPoint I Companion
Note and; provided further that the requirements set forth in Section 3.20(j)
(including the ratings confirmations) are satisfied; and provided further that
such securities are backed by the full faith and credit of the United States
government, or the Master Servicer or the Special Servicer shall obtain a
written confirmation of each Rating Agency that the use of such securities will
not result in the downgrade, withdrawal or qualification of the then current
ratings of any Class of Certificates outstanding (or, insofar as there is then
outstanding any class of CenterPoint I Companion Loan Securities that is then
rated by such Rating Agency, such class of securities).
(l) If required under the related Mortgage Loan or Companion Loan
documents or if otherwise consistent with the Servicing Standards, the Master
Servicer shall establish and maintain one or more accounts (the "Defeasance
Accounts"), which shall be Eligible Accounts, into which all payments received
by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such
Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan
documents. Notwithstanding the foregoing, in no event shall the Master Servicer
permit such amounts to be maintained in the Defeasance Account for a period in
excess of 90 days, unless such amounts are reinvested by the Master Servicer in
"government securities," within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, that comply with Treasury Regulations Section
1.860G-2(a)(8). To the extent not required or permitted to be placed in a
separate account, the Master Servicer shall deposit all payments received by it
from defeasance collateral substituted for any Mortgaged Property into the
Certificate Account and treat any such payments as payments made on the Mortgage
Loan or Companion Loan in advance of its Due Date in accordance with clause
(a)(i) of the definition of Available Distribution Amount, and not as a
prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer permit
such amounts to be maintained in the Certificate Account for a period in excess
of 365 days (or 366 days in the case of a leap year).
(m) Notwithstanding anything to the contrary in this Agreement,
neither the Master Servicer nor the Special Servicer, as applicable, shall,
unless it has received prior written confirmation (the cost of which shall be
paid by the related Mortgagor, if so allowed by the terms of the related loan
documents and otherwise paid out of general collections) from the Rating
Agencies that such action will not result in a qualification, downgrade or
withdrawal of any of the ratings assigned by such Rating Agency to the
Certificates (or, insofar as there is then outstanding any class of CenterPoint
I Companion Loan Securities that is then rated by such Rating Agency, such class
of securities), grant or accept any consent, approval or direction regarding the
termination of the related property manager or the designation of any
replacement property manager, with respect to any Mortgaged Property that
secures a Mortgage Loan with an unpaid principal balance that is at least equal
to five percent (5%) of the then aggregate principal balance of all Mortgage
Loans or $25,000,000.
Section 3.21 Transfer of Servicing Between Master Servicer and
Special Servicer; Recordkeeping; Asset Status Report. (a) Upon determining that
a Servicing Transfer Event has occurred with respect to any Mortgage Loan or
Companion Loan, the Master Servicer or the Special Servicer, as applicable,
shall promptly give notice to the Master Servicer or the Special Servicer, as
applicable, and the Directing Certificateholder thereof, and the Master Servicer
shall deliver the related Mortgage File and Servicing File to the Special
Servicer and shall use its reasonable efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and, if applicable, the related Companion Loan, either in the
Master Servicer's possession or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto.
The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within 5 Business Days of the occurrence of each related
Servicing Transfer Event and in any event shall continue to act as Master
Servicer and administrator of such Mortgage Loan and, if applicable, the related
Companion Loan(s) until the Special Servicer has commenced the servicing of such
Mortgage Loan and, if applicable, the related Companion Loan. The Master
Servicer shall deliver to the Trustee, the Paying Agent and the Directing
Certificateholder a copy of the notice of such Servicing Transfer Event provided
by the Master Servicer to the Special Servicer, or by the Special Servicer to
the Master Servicer, pursuant to this Section. The Paying Agent shall deliver to
each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Master Servicer pursuant to this Section.
Upon determining that a Specially Serviced Mortgage Loan or
Companion Loan (other than an REO Loan) has become current and has remained
current for three consecutive Monthly Payments (provided that (i) no additional
Servicing Transfer Event is foreseeable in the reasonable judgment of the
Special Servicer, and (ii) for such purposes taking into account any
modification or amendment of such Mortgage Loan and, if applicable, the related
Companion Loan(s)), and that no other Servicing Transfer Event is continuing
with respect thereto, the Special Servicer shall immediately give notice thereof
to the Master Servicer and the Directing Certificateholder, and shall return the
related Mortgage File and Servicing File to the Master Servicer (or copies
thereof if copies only were delivered to the Special Servicer) and upon giving
such notice, and returning such Mortgage File and Servicing File to the Master
Servicer, the Special Servicer's obligation to service such Corrected Mortgage
Loan shall terminate and the obligations of the Master Servicer to service and
administer such Mortgage Loan and, if applicable, the Companion Loan, shall
recommence.
(b) In servicing any Specially Serviced Mortgage Loans and Companion
Loans, the Special Servicer will provide to the Trustee originals of documents
included within the definition of "Mortgage File" for inclusion in the related
Mortgage File to the extent within its possession (with a copy of each such
original to the Master Servicer), and provide the Master Servicer with copies of
any additional related Mortgage Loan or Companion Loan information including
correspondence with the related Mortgagor.
(c) Notwithstanding the provisions of Section 3.12(d), the Master
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and Companion Loans and REO Properties (other
than with respect to the Houston Galleria Mortgage Loan) and shall provide the
Special Servicer with any information in its possession with respect to such
records to enable the Special Servicer to perform its duties under this
Agreement, provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.
(d) No later than 60 days after a Servicing Transfer Event for a
Mortgage Loan (other than the Houston Galleria Mortgage Loan) and, if
applicable, the Companion Loan, the Special Servicer shall deliver to the Master
Servicer, each Rating Agency, the Trustee, the Paying Agent and the Directing
Certificateholder, if applicable, a report (the "Asset Status Report") with
respect to such Mortgage Loan or Companion Loan and the related Mortgaged
Property; provided, however, the Special Servicer shall not be required to
deliver an Asset Status Report to the Directing Certificateholder if they are
the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable based on the information that
was delivered to the Special Servicer in connection with the transfer of
servicing pursuant to the Servicing Transfer Event:
(i) summary of the status of such Specially Serviced Mortgage Loan
and any negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the Servicing
Standards, that are applicable to the exercise of remedies as aforesaid
and to the enforcement of any related guaranties or other collateral for
the related Mortgage Loan and whether outside legal counsel has been
retained;
(iii) the most current rent roll and income or operating statement
available for the related Mortgaged Property;
(iv) the Special Servicer's recommendations on how such Specially
Serviced Mortgage Loan might be returned to performing status and returned
to the Master Servicer for regular servicing or otherwise realized upon;
(v) a copy of the last obtained Appraisal of the Mortgaged Property;
and
(vi) such other information as the Special Servicer deems relevant
in light of the Servicing Standards.
If within ten Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standards
or the terms of the applicable Mortgage Loan documents. If the Directing
Certificateholder disapproves such Asset Status Report within 10 Business Days
of receipt, the Special Servicer will revise such Asset Status Report and
deliver to the Directing Certificateholder, the Rating Agencies, the Trustee and
the Master Servicer a new Asset Status Report as soon as practicable, but in no
event later than 30 days after such disapproval. The Special Servicer shall
revise such Asset Status Report as described above in this Section 3.21(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset
Status Report in writing within ten (10) Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes one of the
determinations described below. Notwithstanding the foregoing, in the event the
Directing Certificateholder and the Special Servicer have been unable to agree
upon an Asset Status Report with respect to a Specially Serviced Mortgage Loan
within 90 days, of the Directing Certificateholder's receipt of the initial
Asset Status Report, the Special Servicer, subject to the rights of the related
Companion Holder pursuant to the related Intercreditor Agreement, if applicable,
shall implement the actions described in the most recent Asset Status Report
submitted to the Directing Certificateholder by the Special Servicer. The
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report (but subject to
the rights of the related Companion Holder to advise the Special Servicer with
respect to, or consent to, such action pursuant to the terms of the related
Intercreditor Agreement), before the expiration of a ten (10) Business Day
period if the Special Servicer has reasonably determined that failure to take
such action would materially and adversely affect the interests of the
Certificateholders or, if a Loan Pair is involved, the Companion Holder, and it
has made a reasonable effort to contact the Directing Certificateholder and (ii)
in any case, shall determine whether such affirmative disapproval is not in the
best interest of all the Certificateholders pursuant to the Servicing Standards.
Subject to the rights of the related Companion Holder to advise the
Master Servicer with respect to, or consent to, such modification, waiver or
amendment pursuant to the terms of the related Intercreditor Agreement, the
Special Servicer shall have the authority to meet with the Mortgagor for any
Specially Serviced Mortgage Loan and take such actions consistent with the
Servicing Standards and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the
Servicing Standards.
No direction or disapproval of the Directing Certificateholder shall
(a) require or cause the Special Servicer to violate the terms of a Specially
Serviced Mortgage Loan, applicable law or any provision of this Agreement,
including the Special Servicer's obligation to act in accordance with the
Servicing Standards and to maintain the REMIC status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC, or (b) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c)
expose the Master Servicer, the Special Servicer, the Depositor, the Mortgage
Loan Sellers, the Trust Fund, the Trustee, the Paying Agent or their respective
officers, directors, employees or agents to any claim, suit or liability or (d)
materially expand the scope of the Special Servicer's, Trustee's or the Master
Servicer's responsibilities under this Agreement.
(e) Upon receiving notice of (i) the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without
regard to the 45 day period set forth therein), or (ii) the request by a
Mortgagor for the amendment or modification of a Mortgage Loan or Companion Loan
which is not a Specially Serviced Mortgage Loan for which the Special Servicer
is responsible for such amendment or modification pursuant to Section 3.08 and
Section 3.20, the Master Servicer shall with reasonable promptness give notice
thereof, and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Mortgage Loan or Companion Loan and
reasonably requested by the Special Servicer to enable it to negotiate with the
related Mortgagor and prepare for any such proceedings. The Master Servicer
shall use its reasonable efforts to comply with the preceding sentence within 5
Business Days of the occurrence of each such event.
Section 3.22 Sub-Servicing Agreements. (a) The Master Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third
parties of any or all of its respective obligations hereunder; provided that the
Sub-Servicing Agreement as amended or modified: (i) is consistent with this
Agreement in all material respects and requires the Sub-Servicer to comply with
all of the applicable conditions of this Agreement; (ii) provides that if the
Master Servicer shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of an Event of Default), the Trustee
or its designee shall thereupon assume all of the rights and, except to the
extent they arose prior to the date of assumption, obligations of the Master
Servicer under such agreement, or, alternatively, may act in accordance with
Section 7.02 hereof under the circumstances described therein (subject to
Section 3.22(g) hereof); (iii) provides that the Trustee for the benefit of the
Certificateholders, the related Companion Holder (if applicable) and the Trustee
(as holder of the Uncertificated Lower-Tier Interests) shall be a third party
beneficiary under such Sub-Servicing Agreement, but that (except to the extent
the Trustee or its designee assumes the obligations of the Master Servicer
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, the Paying Agent, the Special Servicer, any successor
Master Servicer or any Certificateholder (or the related Companion Holder, if
applicable) shall have any duties under such Sub-Servicing Agreement or any
liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Mortgage Loan at its option and without penalty;
provided, however, that the Initial Sub-Servicing Agreements may only be
terminated by the Trustee or its designees as contemplated by Section 3.22(g)
hereof and in such additional manner as is provided in such Sub-Servicing
Agreement; (v) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund and (vi)
does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the
extent the Master Servicer is permitted hereunder to modify such Mortgage Loan.
Any successor Master Servicer hereunder shall, upon becoming successor Master
Servicer, be assigned and shall assume any Sub-Servicing Agreements from the
predecessor Master Servicer (subject to Section 3.22(g) hereof). In addition,
each Sub-Servicing Agreement entered into by the Master Servicer may but need
not provide that the obligations of the Sub-Servicer thereunder shall terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage
Loan becomes a Specially Serviced Mortgage Loan; provided, however, that the
Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) that the
Sub-Servicer will continue to make all Advances and calculations and prepare all
reports required under the Sub-Servicing Agreement with respect to Specially
Serviced Mortgage Loans and continue to collect its Primary Servicing Fees as if
no Servicing Transfer Event had occurred and with respect to REO Properties (and
the related REO Loans) as if no REO Acquisition had occurred and to render such
incidental services with respect to such Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for in such Sub-Servicing Agreement.
The Master Servicer shall deliver to the Trustee copies of all Sub-Servicing
Agreements, and any amendments thereto and modifications thereof, entered into
by it promptly upon its execution and delivery of such documents. References in
this Agreement to actions taken or to be taken by the Master Servicer include
actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer;
and, in connection therewith, all amounts advanced by any Sub-Servicer (if the
Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it
need not so provide) to satisfy the obligations of the Master Servicer hereunder
to make Advances shall be deemed to have been advanced by the Master Servicer
out of its own funds and, accordingly, in such event, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer, and, for so long as they are
outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Master Servicer and such
Sub-Servicer as may be provided (if at all) pursuant to the terms of the
Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. The Master Servicer shall notify the Special Servicer,
the Trustee and the Depositor in writing promptly of the appointment by it of
any Sub-Servicer, except that the Master Servicer need not provide such notice
as to the Initial Sub-Servicing Agreements.
(b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to the extent
necessary to ensure the enforceability of the related Mortgage Loans or the
compliance with its obligations under the Sub-Servicing Agreement and the Master
Servicer's obligations under this Agreement.
(c) As part of its servicing activities hereunder, the Master
Servicer for the benefit of the Trustee and the Certificateholders, shall (at no
expense to the Trustee, the Certificateholders or the Trust Fund) monitor the
performance and enforce the obligations of each Sub-Servicer under the related
Sub-Servicing Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Sub-Servicing Agreements in
accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as is in accordance with the Servicing Standards. The Master Servicer shall
have the right to remove a Sub-Servicer retained by it in accordance with the
terms of the related Sub-Servicing Agreement.
(d) In the event the Trustee or its designee becomes successor
Master Servicer and assumes the rights and obligations of the Master Servicer
under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall
deliver to the assuming party all documents and records relating to such
Sub-Servicing Agreement and the Mortgage Loans and, if applicable, Companion
Loans then being serviced thereunder and an accounting of amounts collected and
held on behalf of it thereunder, and otherwise use reasonable efforts to effect
the orderly and efficient transfer of the Sub-Servicing Agreement to the
assuming party.
(e) Notwithstanding the provisions of any Sub-Servicing Agreement
and this Section 3.22, except with respect to the obligations of any
Sub-Servicer that is an Initial Sub-Servicer that relate to the obligations of
the Master Servicer with respect to such Sub-Servicer under Article XI, the
Master Servicer shall remain obligated and responsible to the Trustee, the
Special Servicer, holders of the Companion Loans serviced hereunder and the
Certificateholders for the performance of its obligations and duties under this
Agreement in accordance with the provisions hereof to the same extent and under
the same terms and conditions as if it alone were servicing and administering
the Mortgage Loans for which it is responsible, and the Master Servicer shall
pay the fees of any Sub-Servicer thereunder as and when due from its own funds.
In no event shall the Trust Fund bear any termination fee required to be paid to
any Sub-Servicer as a result of such Sub-Servicer's termination under any
Sub-Servicing Agreement.
(f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such
Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held
liable for any negligence, and shall be indemnified by the Sub-Servicer, with
respect to, or misuse of, any such power of attorney by a Sub-Servicer, and
provided further that the use of such power of attorney by a Sub-Servicer is
subject to the last sentence of Section 3.01(b).
(g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Master Servicer, the Trustee
or such successor Master Servicer shall have the right to terminate such
Sub-Servicing Agreement with or without cause and without a fee. Notwithstanding
the foregoing or any other contrary provision in this Agreement, the Trustee and
any successor Master Servicer shall assume each Initial Sub-Servicing Agreement
and (i) the Initial Sub-Servicer's rights and obligations under the Initial
Sub-Servicing Agreement shall expressly survive a termination of the Master
Servicer's servicing rights under this Agreement; provided that the Initial
Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor Master Servicer, including, without limitation,
the Trustee (if it assumes the servicing obligations of the Master Servicer)
shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement without further action upon becoming the successor
Master Servicer and (iii) this Agreement may not be modified in any manner which
would increase the obligations or limit the rights of the Initial Sub-Servicer
hereunder and/or under the Initial Sub-Servicing Agreement, without the prior
written consent of the Initial Sub-Servicer (which consent shall not be
unreasonably withheld).
(h) With respect to Mortgage Loans subject to a Sub-Servicing
Agreement, the Special Servicer shall, to the extent required, remit amounts,
deliver reports and information, and afford access to facilities and information
to the related Sub-Servicer that would be required to be remitted, delivered or
afforded, as the case may be, to the Master Servicer pursuant to the terms
hereof (and within the same period of time required herein), within a sufficient
period of time to allow the Sub-Servicer to fulfill its obligations under such
Sub-Servicing Agreement and in no event later than 1 Business Day prior to the
applicable Determination Date (or such other date as specified herein).
(i) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not enter into any Sub-Servicing Agreement which provides
for the performance by third parties of any or all of its obligations herein,
unless the Special Servicer receives the consent of the Directing
Certificateholder.
Section 3.23 Representations, Warranties and Covenants of the Master
Servicer. (a) The Master Servicer hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders, the CenterPoint I
Companion Noteholders and to the Depositor, the Paying Agent and the Special
Servicer, as of the Closing Date, that:
(i) The Master Servicer is a corporation, duly organized, validly
existing and in good standing under the laws of California, and the Master
Servicer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, will not (A) violate the Master
Servicer's organizational documents, (B) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of
its assets or (C) violate any law, rule, regulation, order, judgment or
decree to which the Master Servicer or its property is subject, which, in
the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Master Servicer to perform its
obligations under this Agreement or its financial condition;
(iii) The Master Servicer has the full power and authority to enter
into and consummate all transactions to be performed by it contemplated by
this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Special Servicer, the Paying Agent and the
Depositor, constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) The Master Servicer is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, order
or decree of any court or arbiter, or any order, regulation or demand of
any federal, state or local governmental or regulatory authority, which
violation, in the Master Servicer's good faith and reasonable judgment, is
likely to materially and adversely affect either the ability of the Master
Servicer to perform its obligations under this Agreement or the financial
condition of the Master Servicer;
(vi) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer, the outcome
of which, in the Master Servicer's good faith and reasonable judgment,
could reasonably be expected to prohibit the Master Servicer from entering
into this Agreement or materially and adversely affect the ability of the
Master Servicer to perform its obligations under this Agreement;
(vii) The Master Servicer has errors and omissions insurance
coverage which is in full force and effect and complies with the
requirements of Section 3.07 hereof;
(viii) No consent, approval, authorization or order, registration,
filing with or notice to any governmental authority or court is required
under federal or state law, for the execution, delivery and performance by
the Master Servicer, or compliance by the Master Servicer with, this
Agreement or the consummation of any transactions of the Master Servicer
contemplated hereby, other than (A) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as have
been obtained or made or can be obtained prior to the actual performance
by the Master Servicer of its obligations under this Agreement, or (B)
which, if not obtained, the lack of such consent, approval, authorization,
qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this
Agreement; and
(ix) The Master Servicer has full power and authority to enter into
and consummate all transactions to be performed by it contemplated by this
Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.
Section 3.24 Representations, Warranties and Covenants of the
Special Servicer. (a) The Special Servicer hereby represents, warrants and
covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, the CenterPoint I Companion Noteholders, the Depositor, the
Paying Agent and the Master Servicer, as of the Closing Date, that:
(i) The Special Servicer is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Delaware, and
the Special Servicer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the Special
Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, does not (A) violate the Special
Servicer's articles of incorporation and by-laws or (B) constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is
applicable to it or any of its assets, or (C) violate any law, rule,
regulation, order, judgment or decree to which the Special Servicer or its
property is subject, which, in the case of either (B) or (C), is likely to
materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial
condition;
(iii) The Special Servicer has the full power and authority to enter
into and consummate all transactions to be performed by it contemplated by
this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Master Servicer, the Paying Agent and the
Depositor, constitutes a valid, legal and binding obligation of the
Special Servicer, enforceable against the Special Servicer in accordance
with the terms hereof, subject (A) to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) The Special Servicer is not in default with respect to any law,
any order or decree of any court, or any order, regulation or demand of
any federal, state, local or governmental agency, which default, in the
Special Servicer's reasonable judgment is likely to materially and
adversely affect the financial condition or operations of the Special
Servicer or its properties taken as a whole or its ability to perform its
duties and obligations hereunder;
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer which would
prohibit the Special Servicer from entering into this Agreement or, in the
Special Servicer's good faith and reasonable judgment could reasonably be
expected to materially and adversely affect the ability of the Special
Servicer to perform its obligations under this Agreement;
(vii) Each officer, manager or employee of the Special Servicer that
has or, following the occurrence of a Servicing Transfer Event, would have
responsibilities concerning the servicing and administration of Mortgage
Loans is covered by errors and omissions insurance in the amounts and with
the coverage required by Section 3.07(c); and
(viii) No consent, approval, authorization or order of any court or
governmental agency or body under federal or state law is required for the
execution, delivery and performance by the Special Servicer, or compliance
by the Special Servicer with, this Agreement or the consummation of the
transactions of the Special Servicer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been
obtained or can be obtained prior to the actual performance by the Special
Servicer of its obligations under this Agreement, and which, if not
obtained would not have a materially adverse effect on the ability of the
Special Servicer to perform its obligations hereunder.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.
Section 3.25 Interest Reserve Account. (a) On each P&I Advance Date
relating to any Interest Accrual Period ending in any January and on any P&I
Advance Date which occurs in a year which is not a leap year relating to any
Interest Accrual Period ending in any December, the Paying Agent, in respect of
the Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account,
an amount equal to one day's interest on the Stated Principal Balance of the
Interest Reserve Loans as of the Due Date occurring in the month preceding the
month in which such P&I Advance Date occurs at the related Net Mortgage Rate, to
the extent a full Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive February and January, "Withheld
Amounts").
(b) On each P&I Advance Date occurring in March, the Paying Agent
shall withdraw, from the Interest Reserve Account an amount equal to the
Withheld Amounts from the preceding January (if applicable) and February, if
any, and deposit such amount into the Lower-Tier Distribution Account.
Section 3.26 Excess Interest Distribution Account. Prior to the
applicable Distribution Date, the Master Servicer is required to remit to the
Paying Agent for deposit into the Excess Interest Distribution Account an amount
equal to the Excess Interest received during the related Due Period.
Section 3.27 Directing Certificateholder Contact with Master
Servicer. No less often than on a monthly basis, each of the Master Servicer and
the Special Servicer shall, without charge, make a knowledgeable Servicing
Officer via telephone available to verbally answer questions from the Directing
Certificateholder regarding the performance and servicing of the Mortgage Loans
and/or REO Properties for which the Master Servicer or the Special Servicer, as
the case may be, is responsible.
Section 3.28 Controlling Class Certificateholders and Directing
Certificateholder; Certain Rights and Powers of Directing Certificateholder. (a)
Each Controlling Class Certificateholder is hereby deemed to have agreed by
virtue of its purchase of a Certificate to provide its name and address to the
Paying Agent and to notify the Master Servicer, the Paying Agent and Special
Servicer of the transfer of any Certificate of a Controlling Class, the
selection of a Directing Certificateholder or the resignation or removal
thereof. The Directing Certificateholder is hereby deemed to have agreed by
virtue of its purchase of a Certificate to notify the Master Servicer, Special
Servicer and Paying Agent when such Certificateholder is appointed Directing
Certificateholder and when it is removed or resigns. To the extent there is only
one Controlling Class Certificateholder and it is also the Special Servicer, it
shall be the Directing Certificateholder.
(b) Once a Directing Certificateholder has been selected, each of
the Master Servicer, the Special Servicer, the Depositor, the Trustee, the
Paying Agent and each other Certificateholder (or Certificate Owner, if
applicable) shall be entitled to rely on such selection unless a majority of the
Controlling Class Certificateholders, by Certificate Balance, or such Directing
Certificateholder shall have notified the Master Servicer, Special Servicer, the
Trustee, the Paying Agent and each other Controlling Class Certificateholder, in
writing, of the resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Paying Agent shall request the Controlling Class
Certificateholders to select a new Directing Certificateholder.
(c) Until it receives notice to the contrary each of the Master
Servicer, the Trustee and the Paying Agent shall be entitled to rely on the most
recent notification with respect to the identity of the Controlling Class
Certificateholder, and the Directing Certificateholder.
(d) Upon request, the Paying Agent shall deliver to the Trustee, the
Special Servicer and the Master Servicer a list of each Controlling Class
Certificateholder and the Directing Certificateholder, including names and
addresses. In addition to the foregoing, within two (2) Business Days of
receiving notice of the selection of a new Directing Certificateholder or the
existence of a new Controlling Class Certificateholder, the Paying Agent shall
notify the Trustee, the Master Servicer and the Special Servicer.
Notwithstanding the foregoing, Citigroup Property Investors, a business unit of
Citigroup Alternative Investments LLC shall be the initial Directing
Certificateholder and shall remain so until a successor is appointed pursuant to
the terms of this Agreement. Until it receives notice to the contrary, the
Master Servicer, the Special Servicer, the Paying Agent and the Trustee shall be
entitled to rely on the preceding sentence with respect to the identity of the
Directing Certificateholder.
(e) If at any time a Book-Entry Certificate belongs to a Controlling
Class, the Paying Agent shall notify the related Certificateholders (through the
Depository) of such event.
(f) With respect to the CenterPoint I Whole Loan and any approval
and consent rights in this Agreement with respect to the CenterPoint I Whole
Loan, the holder of the CenterPoint I Mortgage Loan shall exercise such rights
in accordance with the CenterPoint I Intercreditor Agreement, provided that the
Directing Certificateholder may exercise the portion of such rights allocated to
the CenterPoint I Mortgage Loan.
(g) Each Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of
one or more Classes of Certificates; (ii) the Directing Certificateholder may
act solely in the interests of the Holders of the Controlling Class; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders
of any Class of Certificates other than the Controlling Class; (iv) the
Directing Certificateholder may take actions that favor interests of the Holders
of the Controlling Class over the interests of the Holders of one or more other
Classes of Certificates; and (v) the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.
(h) All requirements of the Master Servicer and the Special Servicer
to provide notices, reports, statements or other information (including the
access to information on a website) provided to the Directing Certificateholder
contained in this Agreement shall also apply to each Companion Holder with
respect to information relating to the related AB Mortgage Loan or the
CenterPoint I Whole Loan, as applicable.
(i) Until it receives notice to the contrary, each of the Master
Servicer, the Special Servicer, the Paying Agent and the Trustee shall be
entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.
Section 3.29 Intercreditor Agreements. Each of the Master Servicer
and Special Servicer acknowledges and agrees that each Loan Pair being serviced
under this Agreement and each Mortgage Loan with mezzanine debt is subject to
the terms and provisions of the related intercreditor agreement and each agrees
to service each such Loan Pair and each Mortgage Loan with mezzanine debt in
accordance with the related intercreditor agreement and this Agreement,
including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related intercreditor agreement
and, in the event of any conflict between the provisions of this Agreement and
the related intercreditor agreement, the related intercreditor agreement shall
govern. Notwithstanding anything contrary in this Agreement, each of the Master
Servicer and Special Servicer agrees not to take any action with respect to a
Loan Pair or the related Mortgaged Property without the prior consent of the
related Companion Holder to the extent that the related intercreditor agreement
provides that such Companion Holder is required to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each
Companion Holder and mezzanine lender has the right to purchase the related AB
Mortgage Loan in each case pursuant to the terms and conditions of the related
intercreditor agreement.
Neither the Master Servicer nor the Special Servicer shall have any
liability for any cost, claim or damage that arises from any entitlement in
favor of a Companion Holder under the related Intercreditor Agreement or
conflict between the terms of this Agreement and the terms of such Intercreditor
Agreement. Notwithstanding any provision of any Intercreditor Agreement that may
otherwise require the Master Servicer or the Special Servicer to abide by any
instruction or direction of a Companion Holder, neither the Master Servicer nor
the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or
would constitute a Nonrecoverable Advance. In no event shall any expense arising
from compliance with an Intercreditor Agreement constitute an expense to be
borne by the Master Servicer or Special Servicer for its own account without
reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder unless
such Companion Holder has delivered notice of its identity and contact
information to each of the parties to this Agreement (upon which notice each of
the parties to this Agreement shall be conclusively entitled to rely). As of the
Closing Date, the contact information for the Companion Holders is set forth in
Section 12.05 under this Agreement. In no event shall the Master Servicer or the
Special Servicer be required to consult with or obtain the consent of a new
Directing Certificateholder or a new Controlling Class Certificateholder if the
Paying Agent has not delivered notice to the Master Servicer or the Special
Servicer as required under Section 3.28(d).
No direction or disapproval of the Companion Holders shall (a)
require or cause the Master Servicer or Special Servicer to violate the terms of
a Mortgage Loan, applicable law or any provision of this Agreement, including
the Master Servicer's or Special Servicer's obligation to act in accordance with
the Servicing Standards and to maintain the REMIC status of each of the
Lower-Tier REMIC and the Upper-Tier REMIC or (b) result in the imposition of a
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) materially expand the scope of the Special Servicer's,
Trustee's or the Master Servicer's responsibilities under this Agreement.
Section 3.30 Companion Paying Agent. (a) The Master Servicer shall
be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes
to perform such duties and only such duties as are specifically set forth
herein.
(b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement. The Companion Paying Agent shall not be
liable except for the performance of such duties and obligations, no implied
covenants or obligations shall be read into this Agreement against the Companion
Paying Agent. In the absence of bad faith on the part of the Companion Paying
Agent, the Companion Paying Agent may conclusively rely, as to the truth and
correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or
other instrument furnished to the Companion Paying Agent by any Person and which
on their face do not contradict the requirements of this Agreement.
(c) Upon the resignation or removal of the Master Servicer pursuant
to Article VII of this Agreement, the Companion Paying Agent shall be deemed
simultaneously to resign or be removed.
(d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights
accrued prior to such resignation or removal.
Section 3.31 Companion Register. The Companion Paying Agent shall
maintain a register (the "Companion Register") on which it will record the names
and address of, and wire transfer instructions for, the Companion Holders from
time to time, to the extent such information is provided in writing to it by
each Companion Holder. The initial Companion Holders, along with their
respective name, address, wiring instructions and tax identification number, are
listed on Exhibit S hereto. In the event a Companion Holder transfers a
Companion Loan without notice to the Companion Paying Agent, the Companion
Paying Agent shall have no liability for any misdirected payment in the
Companion Loan and shall have no obligation to recover and redirect such
payment.
The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion
Holder upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such name
and address.
Section 3.32 Certain Matters Relating to the Houston Galleria
Mortgage Loan.
(a) In the event that any of the Houston Galleria Trustee, the
Houston Galleria Master Servicer or the Houston Galleria Special Servicer shall
be replaced in accordance with the terms of the Houston Galleria Pooling
Agreement, the Master Servicer and the Special Servicer shall acknowledge its
successor as the successor to the Houston Galleria Trustee, the Houston Galleria
Master Servicer or the Houston Galleria Special Servicer, as the case may be.
(b) In the event the Trustee, as holder of the Houston Galleria
Mortgage Loan, becomes entitled to exercise the rights of the Houston Galleria
Controlling Holder, it shall do so at the direction of the Directing
Certificateholder in accordance with the terms of the Houston Galleria
Intercreditor Agreement.
(c) The Master Servicer shall deliver, or cause to be delivered, to
the Paying Agent, promptly following receipt from the Houston Galleria Master
Servicer, the Houston Galleria Special Servicer or the Houston Galleria Trustee,
any servicing reports concerning the Houston Galleria Whole Loan.
[End of Article III]
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions. (a) On each Distribution Date, to the
extent of the Available Distribution Amount for such Distribution Date, the
Paying Agent shall be deemed to transfer the Lower-Tier Distribution Amount from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account in
the amounts and priorities set forth in Section 4.01(b) with respect to each
Class of Uncertificated Lower-Tier Interests, and immediately thereafter, shall
make distributions thereof from the Upper-Tier Distribution Account in the
following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any
succeeding priority:
(i) first, concurrently (A) to the Holders of the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3A Certificates, the
Class A-3B Certificates, the Class A-4 Certificates and the Class A-SB
Certificates, pro rata, (based upon their respective entitlements to
interest for such Distribution Date), in respect of interest, from the
Loan Group 1 Available Distribution Amount and up to an amount equal to
the aggregate Interest Distribution Amount in respect of such Classes of
Certificates for such Distribution Date, (B) to the Holders of the Class
A-1A Certificates, in respect of interest, from the Loan Group 2 Available
Distribution Amount and up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date and (C) to the Holders of the Class X-1 Certificates and
the Class X-2 Certificates, in respect of interest, up to an amount equal
to the Interest Distribution Amount payable in respect of such Classes of
Certificates for such Distribution Date; provided, however, that if the
Loan Group 1 Available Distribution Amount and/or the Loan Group 2
Available Distribution Amount is insufficient to pay in full the Interest
Distribution Amount provided above, payable in respect of any Class A
Certificates or Class X Certificates on such Distribution Date, then the
entire Available Distribution Amount shall be applied to make
distributions of interest to the Holders of the respective Classes of the
Class A Certificates and the Class X Certificates, up to an amount equal
to, and pro rata as among such Classes in accordance with, the Interest
Distribution Amount in respect of each such Class of Certificates for such
Distribution Date;
(ii) second, to the Holders of the Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3A Certificates, the Class A-3B
Certificates, the Class A-4 Certificates, the Class A-SB Certificates and
the Class A-1A Certificates in reduction of the Certificate Balances
thereof, concurrently: (A)(1) first, to the Holders of the Class A-SB
Certificates, in an amount up to the Loan Group 1 Principal Distribution
Amount and, after the outstanding Certificate Balance of the Class A-1A
Certificates has been reduced to zero, the Loan Group 2 Principal
Distribution Amount for such Distribution Date remaining after the
payments specified in clause (B) below have been made on such Distribution
Date, until the Certificate Balance of the Class A-SB Certificates is
reduced to the Class A-SB Planned Principal Balance; (2) second, to the
Holders of the Class A-1 Certificates, in an amount up to the Loan Group 1
Principal Distribution Amount and, after the outstanding Certificate
Balance of the Class A-1A Certificates has been reduced to zero, the Loan
Group 2 Principal Distribution Amount, in each case, to the extent
remaining after payments as specified in clause (A)(1) above and clause
(B) below have been made on such Distribution Date, until the outstanding
Certificate Balance of the Class A-1 Certificates has been reduced to
zero; (3) third, to the Holders of the Class A-2 Certificates in an amount
up to the Loan Group 1 Principal Distribution Amount and, after the
outstanding Certificate Balance of the Class A-1A Certificates has been
reduced to zero, the Loan Group 2 Principal Distribution Amount, in each
case, to the extent remaining after payments as specified in clauses
(A)(1) and (2) above and clause (B) below have been made on such
Distribution Date, until the outstanding Certificate Balance of the Class
A-2 Certificates has been reduced to zero; (4) fourth, (i) prior to
December 12, 2011, to the Holders of the Class A-3B Certificates in an
amount up to the Loan Group 1 Principal Distribution Amount and, after the
outstanding Certificate Balance of the Class A-3B Certificates has been
reduced to zero, to the Holders of the Class A-3A Certificates, until the
outstanding Certificate Balance of the Class A-3A Certificates has been
reduced to zero, and, after the outstanding Certificate Balance of the
Class A-1A Certificates has been reduced to zero, the Loan Group 2
Principal Distribution Amount, in each case, to the extent remaining after
the payments specified in clauses (A)(1), (A)(2) and (A)(3) above and
clause (B) below have been made on such Distribution Date, to the Holders
of the Class A-3B Certificates until the outstanding Certificate Balance
of the A-3B Certificates has been reduced to zero and then to the Class
A-3A Certificates until the outstanding Certificate Balance of the Class
A-3A Certificates has been reduced to zero, and (ii) on and after December
12, 2011, to the Holders of the Class A-3A Certificates in an amount up to
the Loan Group 1 Principal Distribution Amount and, after the outstanding
Certificate Balance of the Class A-3A Certificates has been reduced to
zero, to the Holders of the Class A-3B Certificates, until the outstanding
Certificate Balance of the Class A-3B Certificates has been reduced to
zero, and, after the outstanding Certificates Balance of the Class A-1A
Certificates has been reduced to zero, the Loan Group 2 Principal
Distribution Amount, in each case, to the extent remaining after the
payments specified in clauses (A)(1), (A)(2) and (A)(3) above and clause
(B) below have been made on such Distribution Date, to the Holders of the
Class A-3A Certificates until the outstanding Certificate Balance of the
Class A-3A Certificates has been reduced to zero and then to the Holders
of Class A-3B Certificates until the outstanding Certificate Balance of
the Class A-3B Certificates has been reduced to zero; (5) fifth, to the
Holders of the Class A-4 Certificates, in an amount up to the Loan Group 1
Principal Distribution Amount and, after the outstanding Certificate
Balance of the Class A-1A Certificates has been reduced to zero, the Loan
Group 2 Principal Distribution Amount, in each case, to the extent
remaining after payments as specified in clauses (A)(1), (2), (3) and (4)
above and (B) below have been made on such Distribution Date, until the
outstanding Certificate Balance of the Class A-4 Certificates has been
reduced to zero, (6) sixth, to the Holders of the Class A-SB Certificates,
in an amount up to the Loan Group 1 Principal Distribution Amount and,
after the outstanding Certificate Balance of the Class A-1A Certificates
has been reduced to zero, the Loan Group 2 Principal Distribution Amount,
in each case, to the extent remaining after payments as specified in
clauses (A)(1), (2), (3), (4) and (5) above and (B) below have been made
on such Distribution Date, until the outstanding Certificate Balance of
the Class A-SB Certificates has been reduced to zero and (B) to the
Holders of the Class A-1A Certificates, in an amount up to the Loan Group
2 Principal Distribution Amount and, after the Certificate Balances of the
Class A-4 and Class A-SB Certificates have been reduced to zero, the Loan
Group 1 Principal Distribution Amount remaining after payments specified
in clauses (A)(1), (2), (3), (4), (5) and (6) above have been made on such
Distribution Date, until the Certificate Balance of the Class A-1A
Certificates has been reduced to zero;
(iii) third, to the Holders of the Class A-1 Certificates, Class A-2
Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-4
Certificates, Class A-SB Certificates and Class A-1A Certificates, pro
rata (based upon the aggregate unreimbursed Collateral Support Deficit
allocated to each such Class), until all amounts of Collateral Support
Deficit previously allocated to such Classes, but not previously
reimbursed, have been reimbursed in full;
(iv) fourth, to the Holders of the Class A-M Certificates in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class A-M Certificates for such Distribution
Date;
(v) fifth, after the Certificate Balances of the Class A
Certificates have been reduced to zero, to the Holders of the Class A-M
Certificates in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates
on such Distribution Date), until the outstanding Certificate Balance of
the Class A-M Certificates has been reduced to zero;
(vi) sixth, to the Holders of the Class A-M Certificates until all
amounts of Collateral Support Deficit previously allocated to the Class
A-M Certificates, but not previously reimbursed, have been reimbursed in
full;
(vii) seventh, to the Holders of Class A-J Certificates, in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution
Date;
(viii) eighth, after the Certificate Balances of the Class A
Certificates and the Class A-M Certificates have been reduced to zero, to
the Holders of the Class A-J Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A Certificates and the Class A-M Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class A-J
Certificates has been reduced to zero;
(ix) ninth, to the Holders of the Class A-J Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class
A-J Certificates but not previously reimbursed, have been reimbursed in
full;
(x) tenth, to the Holders of the Class B Certificates, in respect of
interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution
Date;
(xi) eleventh, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates and Class A-J Certificates have been
reduced to zero, to the Holders of the Class B Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class A-M
Certificates and Class A-J Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class B Certificates has been
reduced to zero;
(xii) twelfth, to the Holders of the Class B Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class B
Certificates, but not previously reimbursed, have been reimbursed in full;
(xiii) thirteenth, to the Holders of the Class C Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xiv) fourteenth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates and Class B
Certificates have been reduced to zero, to the Holders of the Class C
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates,
Class A-M Certificates, Class A-J Certificates and Class B Certificates on
such Distribution Date), until the outstanding Certificate Balance of the
Class C Certificates has been reduced to zero;
(xv) fifteenth, to the Holders of the Class C Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class C Certificates, but not previously reimbursed, have been reimbursed
in full;
(xvi) sixteenth, to the Holders of the Class D Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xvii) seventeenth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates and Class C Certificates have been reduced to zero, to the
Holders of the Class D Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates,
Class B Certificates and Class C Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class D Certificates has
been reduced to zero;
(xviii) eighteenth, to the Holders of the Class D Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class D Certificates, but not previously reimbursed, have been
reimbursed in full;
(xix) nineteenth, to the Holders of the Class E Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xx) twentieth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates and Class D Certificates have been
reduced to zero, to the Holders of the Class E Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class A-M
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates and Class D Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class E Certificates has been
reduced to zero;
(xxi) twenty-first, to the Holders of the Class E Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class E Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxii) twenty-second, to the Holders of the Class F Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxiii) twenty-third, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates and Class E
Certificates have been reduced to zero, to the Holders of the Class F
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates,
Class A-M Certificates, Class A-J Certificates, Class B Certificates,
Class C Certificates, Class D Certificates and Class E Certificates on
such Distribution Date), until the outstanding Certificate Balance of the
Class F Certificates has been reduced to zero;
(xxiv) twenty-fourth, to the Holders of the Class F Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class F Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxv) twenty-fifth, to the Holders of the Class G Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxvi) twenty-sixth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates and Class F Certificates have been reduced to zero, to the
Holders of the Class G Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates and Class F Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class G Certificates has been
reduced to zero;
(xxvii) twenty-seventh, to the Holders of the Class G Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class G Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxviii) twenty-eighth, to the Holders of the Class H Certificates
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxix) twenty-ninth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates and Class G Certificates have been
reduced to zero, to the Holders of the Class H Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class A-M
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F
Certificates and Class G Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class H Certificates has been
reduced to zero;
(xxx) thirtieth, to the Holders of the Class H Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class H Certificates, but not previously reimbursed, have been reimbursed
in full;
(xxxi) thirty-first, to the Holders of the Class J Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxii) thirty-second, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates and Class H
Certificates have been reduced to zero, to the Holders of the Class J
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates,
Class A-M Certificates, Class A-J Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates and Class H Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
J Certificates has been reduced to zero;
(xxxiii) thirty-third, to the Holders of the Class J Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class J Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxxiv) thirty-fourth, to the Holders of the Class K Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxv) thirty-fifth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates and Class J Certificates have been reduced to zero, to the
Holders of the Class K Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates and Class J Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class K Certificates has been
reduced to zero;
(xxxvi) thirty-sixth, to the Holders of the Class K Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class K Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxxvii) thirty-seventh, to the Holders of the Class L Certificates
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxviii) thirty-eighth, after the Certificate Balances of the Class
A Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates and Class K Certificates have been
reduced to zero, to the Holders of the Class L Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class A-M
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates, Class H Certificates, Class J
Certificates and Class K Certificates a on such Distribution Date), until
the outstanding Certificate Balance of the Class L Certificates has been
reduced to zero;
(xxxix) thirty-ninth, to the Holders of the Class L Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class L Certificates, but not previously reimbursed, have been
reimbursed in full;
(xl) fortieth, to the Holders of the Class M Certificates in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution
Date;
(xli) forty-first, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates and Class L
Certificates have been reduced to zero, to the Holders of the Class M
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates,
Class A-M Certificates, Class A-J Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates and Class L Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
M Certificates has been reduced to zero;
(xlii) forty-second, to the Holders of the Class M Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class M Certificates, but not previously reimbursed, have been
reimbursed in full;
(xliii) forty-third, to the Holders of the Class N Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xliv) forty-fourth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L
Certificates and Class M Certificates have been reduced to zero, to the
Holders of the Class N Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class A-M Certificates, Class A-J Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L
Certificates and Class M Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class N Certificates has been
reduced to zero;
(xlv) forty-fifth, to the Holders of the Class N Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class N Certificates, but not previously reimbursed, have been reimbursed
in full;
(xlvi) forty-sixth, to the Holders of the Class P Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xlvii) forty-seventh, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates and Class N Certificates have been
reduced to zero, to the Holders of the Class P Certificates, in reduction
of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A Certificates, Class A-M
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M
Certificates and Class N Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class P Certificates has been
reduced to zero;
(xlviii) forty-eighth, to the Holders of the Class P Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class P Certificates, but not previously reimbursed, have been
reimbursed in full;
(xlix) forty-ninth, to the Holders of the Class NR Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(l) fiftieth, after the Certificate Balances of the Class A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates, Class N Certificates and Class P
Certificates have been reduced to zero, to the Holders of the Class NR
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates,
Class A-M Certificates, Class A-J Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F
Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M
Certificates, Class N Certificates and Class P Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
NR Certificates has been reduced to zero;
(li) fifty-first, to the Holders of the Class NR Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class NR Certificates, but not previously reimbursed, have been reimbursed
in full; and
(lii) fifty-second, to the Holders of the Class R Certificates, the
amount, if any, of the Available Distribution Amount remaining in the
Upper-Tier Distribution Account with respect to such Distribution Date.
If, in connection with any Distribution Date, the Paying Agent has
reported the amount of an anticipated distribution to DTC based on the receipt
of payments as of the Determination Date and additional Monthly Payments,
balloon payments or unscheduled principal payments are subsequently received by
the Master Servicer and required to be part of the Available Distribution Amount
for such Distribution Date, the Master Servicer shall promptly notify the Paying
Agent and the Paying Agent will use commercially reasonable efforts to cause DTC
to make the revised distribution on a timely basis on such Distribution Date.
None of the Master Servicer, the Special Servicer or the Paying Agent shall be
liable or held responsible for any resulting delay in the making of such
distribution to Certificateholders solely on the basis of the actions described
in the preceding sentence.
(b) On each Distribution Date, each Uncertificated Lower-Tier
Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Collateral Support Deficit in an amount equal to the amount of
principal or reimbursement of Collateral Support Deficit actually distributable
to its respective Related Certificates as provided in Sections 4.01(a), 4.01(c)
and 4.01(d) (in the case of (i) the Class A-1 Certificates, first, to the Class
LA-1-1 Uncertificated Interest, second, to the Class LA-1-2 Uncertificated
Interest, third, to the Class LA-1-3 Uncertificated Interest, and fourth, to the
Class LA-1-4 Uncertificated Interest, in each case, until reduced to zero, (ii)
the Class A-1A Certificates, first, to the Class LA-1A-1 Uncertificated
Interest, second, to the Class LA-1A-2 Uncertificated Interest, third, to the
Class LA-1A-3 Uncertificated Interest, fourth, to the Class LA-1A-4
Uncertificated Interest, fifth, to the Class LA-1A-5 Uncertificated Interest,
sixth, to the Class LA-1A-6 Uncertificated Interest, seventh, to the Class
LA-1A-7 Uncertificated Interest, eighth, to the Class LA-1A-8 Uncertificated
Interest, ninth, to the Class LA-1A-9 Uncertificated Interest, tenth, to the
Class LA-1A-10 Uncertificated Interest, eleventh, to the Class LA-1A-11
Uncertificated Interest, twelfth, to the Class LA-1A-12 Uncertificated Interest,
thirteenth, to the Class LA-1A-13 Uncertificated Interest, fourteenth, to the
Class LA-1A-14 Uncertificated Interest, and fifteenth, to the Class LA-1A-15
Uncertificated Interest, in each case, until reduced to zero, (iii) the Class
A-2 Certificates, first, to the Class LA-2-1 Uncertificated Interest, second, to
the Class LA-2-2 Uncertificated Interest, third, to the Class LA-2-3
Uncertificated Interest, in each case, until reduced to zero, (iv) the Class
A-3B Certificates, first, to the Class LA-3B-1 Uncertificated Interest, second,
to the Class LA-3B-2 Uncertificated Interest, third, to the Class LA-3B-3
Uncertificated Interest, and fourth, to the Class LA-3B-4 Uncertificated
Interest, in each case, until reduced to zero, (v) the Class A-4 Certificates,
first, to the Class LA-4-1 Uncertificated Interest, second, to the Class LA-4-2
Uncertificated Interest, third, to the Class LA-4-3 Uncertificated Interest,
fourth, to the Class LA-4-4 Uncertificated Interest, fifth, to the Class LA-4-5
Uncertificated Interest, sixth, to the Class LA-4-6 Uncertificated Interest, and
seventh, to the Class LA-4-7 Uncertificated Interest, in each case, until
reduced to zero, (vi) the Class A-SB Certificates, first, to the Class LA-SB-1
Uncertificated Interest, second, to the Class LA-SB-2 Uncertificated Interest,
third, to the Class LA-SB-3 Uncertificated Interest, fourth, to the Class
LA-SB-4 Uncertificated Interest, fifth, to the Class LA-SB-5 Uncertificated
Interest, sixth, to the Class LA-SB-6 Uncertificated Interest, and seventh, to
the Class LA-LB-7 Uncertificated Interest, in each case, until reduced to zero,
(vii) the Class D Certificates, first, to the Class LD-1 Uncertificated
Interest, second, to the Class LD-2 Uncertificated Interest, third, to the Class
LD-3 Uncertificated Interest, and fourth, to the Class LD-4 Uncertificated
Interest, in each case, until reduced to zero, (viii) the Class E Certificates,
first, to the Class LE-1 Uncertificated Interest, and second, to the Class LE-2
Uncertificated Interest, in each case, until reduced to zero, (ix) the Class F
Certificates, first, to the Class LF-1 Uncertificated Interest, second, to the
Class LF-2 Uncertificated Interest and third, to the Class LF-3 Uncertificated
Interest, in each case, until reduced to zero, (x) the Class G Certificates,
first, to the Class LG-1 Uncertificated Interest and second, to the Class LG-2
Uncertificated Interest, in each case, until reduced to zero, (xi) the Class H
Certificates, first, to the Class LH-1 Uncertificated Interest, second, to the
Class LH-2 Uncertificated Interest and third, to the Class LH-3 Uncertificated
Interest, in each case, until reduced to zero, and (xii) the Class J
Certificates, first, to the Class LJ-1 Uncertificated Interest, and second, to
the Class LJ-2 Uncertificated Interest, in each case, until reduced to zero.
On each Distribution Date, each Uncertificated Lower-Tier Interest
shall be deemed to receive distributions in respect of interest in an amount
equal to the Interest Distribution Amount in respect of its Related Certificates
(in the case of each of (i) the Class LA-1-1, Class LA-1-2, Class LA-1-3 and
Class LA-1-4 Uncertificated Interests, (ii) the Class LA-1A-1, Class LA-1A-2,
Class LA-1A-3, Class LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7, Class
LA-1A-8, Class LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class
LA-1A-13, Class LA-1A-14 and Class LA-1A-15 Uncertificated Interests, (iii) the
Class LA-2-1, Class LA-2-2 and Class LA-2-3 Uncertificated Interests, (iv) the
Class LA-3B-1, Class LA-3B-2, Class LA-3B-3 and Class LA-3B-4 Uncertificated
Interests, (v) the Class LA-4-1, Class LA-4-2, Class LA-4-3, Class LA-4-4, Class
LA-4-5, Class LA-4-6 and Class LA-4-7 Uncertificated Interests, (vi) the Class
LA-SB-1, Class LA-SB-2, Class LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class
LA-SB-6 and Class LA-SB-7 Uncertificated Interests, (vii) the Class LD-1, Class
LD-2, Class LD-3 and Class LD-4 Uncertificated Interests, (viii) the Class LE-1
and Class LE-2 Uncertificated Interests, (ix) the Class LF-1, Class LF-2 and
Class LF-3 Uncertificated Interests, (x) the Class LG-1 and Class LG-2
Uncertificated Interests, and (xi) the Class LH-1, Class LH-2 and Class LH-3
Uncertificated Interests and (xii) the Class LJ-1 and LJ-2 Uncertificated
Interests, pro rata, based on their respective Certificate Balances) and its
related Component of the Class X-1 Certificates and Class X-2 Certificates, in
each case to the extent actually distributable thereon as provided in Section
4.01(a). For this purpose, interest distributed on the Class X-1 Certificates
and Class X-2 Certificates shall be treated as having been paid to their
respective Components pro rata, based on the interest accrued with respect
thereto at its Class X-1 Strip Rate or Class X-2 Strip Rate. Such amounts
distributed to the Uncertificated Lower-Tier Interests in respect of principal
and interest with respect to any Distribution Date are referred to herein
collectively as the "Lower-Tier Distribution Amount," and shall be made by the
Paying Agent by deeming such Lower-Tier Distribution Amount to be deposited in
the Upper-Tier Distribution Account.
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Certificate Balance of the Related Certificates
with respect thereto (in the case of the aggregate of (i) the Class LA-1-1,
Class LA-1-2, Class LA-1-3 and Class LA-1-4 Uncertificated Interests, the Class
A-1 Certificates, (ii) the Class LA-1A-1, Class LA-1A-2, Class LA-1A-3, Class
LA-1A-4, Class LA-1A-5, Class LA-1A-6, Class LA-1A-7 and Class LA-1A-8, Class
LA-1A-9, Class LA-1A-10, Class LA-1A-11, Class LA-1A-12, Class LA-1A-13, Class
LA-1A-14 and Class LA-1A-15 Uncertificated Interests, the Class A-1A
Certificates, (iii) the Class LA-2-1, Class LA-2-2 and Class LA-2-3
Uncertificated Interests, the Class A-2 Certificates, (iv) the Class LA-3B-1,
Class LA-3B-2, Class LA-3B-3 and Class LA-3B-4 Uncertificated Interests, the
Class A-3B Certificates, (v) the Class LA-4-1, Class LA-4-2, Class LA-4-3, Class
LA-4-4, Class LA-4-5, Class LA-4-6 and Class LA-4-7 Uncertificated Interests,
the Class A-4 Certificates, (vi) the Class LA-SB-1, Class LA-SB-2, Class
LA-SB-3, Class LA-SB-4, Class LA-SB-5, Class LA-SB-6 and Class LA-SB-7
Uncertificated Interests, the Class A-SB Certificates, (vii) the Class LD-1, the
Class LD-2, Class LD-3 and Class LD-4 Uncertificated Interests, the Class D
Certificates, (viii) the Class LE-1 and Class LE-2 Uncertificated Interests, the
Class E Certificates, (ix) the Class LF-1, Class LF-2 and Class LF-3
Uncertificated Interests, the Class F Certificates, (x) the Class LG-1 and Class
LG-2 Uncertificated Interests, the Class G Certificates, (xi) the Class LH-1,
Class LH-2 and Class LH-3 Uncertificated Interests, the Class H Certificates and
(xii) the Class LJ-1 and LJ-2 Uncertificated Interests, the Class J
Certificates), as adjusted for the allocation of Collateral Support Deficits, as
provided in Sections 4.04(b) and 4.04(c) and of Certificate Deferred Interest as
provided in Section 4.06. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the respective Original Lower-Tier Principal Amount.
The pass through rate with respect to each Uncertificated Lower-Tier Interest
will be the rate per annum set forth in the Preliminary Statement hereto.
Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Yield Maintenance Charges pursuant to Section 4.01(d)(iii)
shall be distributed to the Holders of the Class LR Certificates (but only to
the extent of the Available Distribution Amount for such Distribution Date
remaining in the Lower-Tier Distribution Account, if any).
(c) Notwithstanding the priorities set forth in clause (a) above, on
and after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero, the Principal
Distribution Amount will be distributed, pro rata, among the Class A-1, Class
A-1A, Class A-2, Class A-3A, Class A-3B, Class A-4 and Class A-SB Certificates
without regard to Loan Group, based on their respective Certificate Balances
immediately prior to such Distribution Date, in reduction of their respective
Certificate Balances, until the Certificate Balance of each such Class is
reduced to zero, and any amounts representing reimbursements of Collateral
Support Deficits previously allocated to such Classes, if available, will be
distributed pro rata based on their respective Certificate Balances, without
regard to Loan Group.
(d) (i) On each Distribution Date, Yield Maintenance Charges
collected during the related Due Period will be distributed by the Paying Agent
to the following Classes: to the Class A-1 Certificates, Class A-2 Certificates,
Class A-3A Certificates, Class A-3B Certificates, Class A-4 Certificates, Class
A-SB Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates and Class H
Certificates with respect to the related Loan Group (if applicable, in the case
of the Class A-1, Class A-2, Class A-3A, Class X-0X, Xxxxx X-0, Class A-SB,
Class A-1A Certificates) on each Distribution Date, in an amount equal to the
product of (a) a fraction whose numerator is the amount distributed as principal
to such Class on such Distribution Date, and whose denominator is the total
amount distributed as principal to the Class A-1 Certificates, Class A-2
Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-4
Certificates, Class A-SB Certificates, Class A-1A Certificates, Class A-M
Certificates, Class A-J Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates, Class K
Certificates, Class L Certificates, Class M Certificates, Class N Certificates,
Class P Certificates, and Class NR Certificates on such Distribution Date, (b)
the Base Interest Fraction for the related principal payment on such Class of
Certificates, and (c) the aggregate amount of Yield Maintenance Charges
collected on such principal prepayments during the related Due Period. If more
than one such Class of Certificates is entitled to distributions of principal
with respect to the related Loan Group on any particular Distribution Date on
which Yield Maintenance Charges are distributable, the aggregate amount of such
Yield Maintenance Charges will be allocated among all such Classes up to, and on
a pro rata basis in accordance with, their respective entitlements thereto in
accordance with this Section 4.01(d)(i). Any Yield Maintenance Charge collected
during the related Due Period remaining after such distributions will be
distributed to the holders of the Class X-1 Certificates. Notwithstanding the
foregoing, any prepayment penalties collected that are based on a percentage of
the amount being prepaid will be distributed to the Class X-1 Certificates.
(ii) No Yield Maintenance Charge will be distributed to the holders
of the Class J, Class K, Class L, Class M, Class N, Class P, Class NR,
Class X-2, Class S or Residual Certificates. After the Certificate
Balances of the Class A-1 Certificates, Class A-2 Certificates, Class A-3A
Certificates, Class A-3B Certificates, Class A-4 Certificates, Class A-SB
Certificates, Class A-1A Certificates, Class A-M Certificates, Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G
Certificates and Class H Certificates have been reduced to zero, all Yield
Maintenance Charges with respect to the Mortgage Loans shall be
distributed to the holders of the Class X-1 Certificates.
(iii) All distributions of Yield Maintenance Charges made in respect
of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(d)(i) shall first be deemed to be
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Uncertificated Lower-Tier Interests, pro rata based upon the amount
of principal distributed in respect of each such Class of Uncertificated
Lower-Tier Interests for such Distribution Date pursuant to Section
4.01(b) above.
(e) On each Distribution Date, the Paying Agent shall withdraw
amounts from the Gain on Sale Reserve Account and shall distribute such amounts
to reimburse the Holders of the Regular Certificates (in order of alphabetical
Class designation) (first deeming such amounts to be distributed with respect to
the Related Uncertificated Lower-Tier Interests) up to an amount equal to all
Collateral Support Deficits, if any, previously deemed allocated to them and
unreimbursed after application of the Available Distribution Amount for such
Distribution Date. Amounts paid from the Gain on Sale Reserve Account will not
reduce the Certificate Balances of the Classes of Certificates receiving such
distributions. Any amounts remaining in the Gain on Sale Reserve Account after
such distributions shall be applied to offset future Collateral Support Deficits
and related Collateral Support Deficits and upon termination of the Trust Fund,
any amounts remaining in the Gain on Sale Reserve Account shall be distributed
to the Class LR Certificateholders.
(f) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Except as otherwise specifically provided in Sections 4.01(g),
4.01(h) and 9.01, all such distributions with respect to each Class on each
Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to such Certificateholder at its address in the Certificate Registrar. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit previously allocated to such
Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Paying
Agent, the Certificate Registrar, the Depositor, the Master Servicer, the
Special Servicer or the Underwriters shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Paying Agent
shall, no later than the related P&I Advance Determination Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the
offices of the Certificate Registrar or such other location therein
specified; and
(ii) no interest shall accrue on such Certificates from and after
such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Paying Agent as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g).
(h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) or Section 4.01(e), as applicable, to
the Holders of the respective Class otherwise entitled to distributions of
interest and principal on such Class on the relevant Distribution Date; provided
that all distributions in reimbursement of Collateral Support Deficit previously
allocated to a Class of Certificates which has since been retired shall be to
the prior Holders that surrendered the Certificates of such Class upon
retirement thereof and shall be made by check mailed to the address of each such
prior Holder last shown in the Certificate Register. Notice of any such
distribution to a prior Holder shall be made in accordance with Section 12.05 at
such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the
Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Paying Agent
shall attempt to contact such prior Holder in the manner contemplated by Section
4.01(g) as if such Holder had failed to surrender its Certificates.
(i) On each Distribution Date, any Excess Interest received during
the related Due Period with respect to the Mortgage Loans shall be distributed
to the holders of the Class S Certificates from the Excess Interest Distribution
Account.
(j) On the date as specified in the related Intercreditor Agreement,
with respect to the Companion Loans, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each
Companion Loan in the following order of priority:
(i) to pay the Trustee or the Paying Agent or any of their
directors, officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person pursuant to Section 8.05, to
the extent any such amounts relate solely to the Loan Pair related to such
Companion Loan, and such amounts are to be paid by the related Companion
Holder pursuant to the related Intercreditor Agreement;
(ii) to pay to the Master Servicer any amounts deposited by the
Master Servicer in the Companion Distribution Account not required to be
deposited therein;
(iii) to pay all amounts remaining in the Companion Distribution
Account related to such Companion Loan to the related Companion Holder, in
accordance with the related Intercreditor Agreement; and
(iv) to clear and terminate the Companion Distribution Account at
the termination of this Agreement pursuant to Section 9.01.
All distributions from the Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.
Section 4.02 Statements to Certificateholders; CMSA Investor
Reporting Package (IRP)s; Grant of Power of Attorney. (a) On each Distribution
Date, the Paying Agent shall make available to the general public a statement
(substantially in the form set forth as Exhibit G hereto and based on the
information supplied to the Paying Agent in the related CMSA Investor Reporting
Package (IRP) in accordance with CMSA guidelines) as to the distributions made
on such Distribution Date (each, a "Statement to Certificateholders") which
shall include:
(i) the amount of the distribution on such Distribution Date to the
Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;
(ii) the amount of the distribution on such Distribution Date to the
Holders of each Class of Certificates allocable to Distributable
Certificate Interest;
(iii) the aggregate amount of Advances made, with respect to the
pool of Mortgage Loans and with respect to each Loan Group, during the
period from but not including the previous Distribution Date to and
including such Distribution Date and details of P&I Advances as of the P&I
Advance Date;
(iv) the aggregate amount of compensation paid to the Trustee and
the Paying Agent and servicing compensation paid to the Master Servicer
and the Special Servicer with respect to the Due Period for such
Determination Date together with detailed calculations of servicing
compensation paid to Master Servicer and Special Servicer;
(v) the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Loans, with respect to the pool of Mortgage Loans and with respect
to each Loan Group, outstanding immediately before and immediately after
such Distribution Date;
(vi) the number of loans, their aggregate principal balance,
weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans and
with respect to each Loan Group, as of the end of the related Due Period
for such Distribution Date;
(vii) the number and aggregate principal balance of Mortgage Loans
(A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90
days or more, (D) current but specially serviced or in foreclosure but not
REO Property and (E) for which the related Mortgagor is subject to
oversight by a bankruptcy court;
(viii) the value of any REO Property included in the Trust Fund as
of the end of the related Determination Date for such Distribution Date,
based on the most recent Appraisal or valuation;
(ix) the Available Distribution Amount for such Distribution Date;
(x) the Accrued Certificate Interest in respect of such Class of
Certificates for such Distribution Date, separately identifying any
Certificate Deferred Interest for such Distribution Date allocated to such
Class of Certificates;
(xi) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges and (B) Excess Interest;
(xii) the Pass-Through Rate for such Class of Certificates for such
Distribution Date and the next succeeding Distribution Date;
(xiii) the Scheduled Principal Distribution Amount and the
Unscheduled Principal Distribution Amount for such Distribution Date, with
respect to the pool of Mortgage Loans and with respect to each Loan Group;
(xiv) the Certificate Balance or Notional Amount, as the case may
be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a
result of the allocation of any Collateral Support Deficit on such
Distribution Date and the aggregate amount of all reductions as a result
of allocations of Collateral Support Deficits to date;
(xv) the Certificate Factor for each Class of Regular Certificates
immediately following such Distribution Date;
(xvi) the amount of any Appraisal Reductions effected in connection
with such Distribution Date on a loan-by-loan basis and the total
Appraisal Reduction effected in connection with such Distribution Date,
together with a detailed worksheet showing the calculation of each
Appraisal Reduction on a current and cumulative basis;
(xvii) the number and related Stated Principal Balance of any
Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on
a loan-by-loan basis;
(xviii) the amount of any remaining Class Unpaid Interest Shortfall
for such Class as of such Distribution Date;
(xix) a loan-by-loan listing of each Mortgage Loan which was the
subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date)
and the amount and the type of Principal Prepayment occurring;
(xx) a loan-by-loan listing of each Mortgage Loan which was defeased
since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);
(xxi) all deposits into, withdrawals from, and the balance of the
Interest Reserve Account on the P&I Advance Date;
(xxii) in the case of the Residual Certificates, the amount of any
distributions on such Certificates pursuant to Sections 4.01(a), (b) and
(d);
(xxiii) the amount of the distribution on such Distribution Date to
the Holders of such Class of Certificates in reimbursement of previously
allocated Collateral Support Deficit;
(xxiv) the aggregate unpaid principal balance of the Mortgage Loans
outstanding as of the close of business on the related Determination Date,
with respect to the pool of Mortgage Loans and with respect to each Loan
Group;
(xxv) with respect to any Mortgage Loan as to which a Liquidation
Event occurred since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date) or prior to the
related Determination Date (other than a payment in full), (A) the loan
number thereof, (B) the aggregate of all Liquidation Proceeds and other
amounts received in connection with such Liquidation Event (separately
identifying the portion thereof allocable to distributions on the
Certificates), and (C) the amount of any Collateral Support Deficit in
connection with such Liquidation Event;
(xxvi) with respect to any REO Property included in the Trust Fund
as to which a Final Recovery Determination was made during the related Due
Period or prior to the Determination Date, (A) the loan number of the
related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and
other amounts received in connection with such Final Recovery
Determination (separately identifying the portion thereof allocable to
distributions on the Certificates), and (C) the amount of any Collateral
Support Deficit in respect of the related REO Loan in connection with such
Final Recovery Determination;
(xxvii) the aggregate amount of interest on P&I Advances paid to the
Master Servicer and the Trustee since the previous Determination Date (or
in the case of the first Distribution Date, as of the Cut-off Date), with
respect to the pool of Mortgage Loans and with respect to each Loan Group;
(xxviii) the aggregate amount of interest on Servicing Advances paid
to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off
Date);
(xxix) the original and then current credit support levels for each
Class of Certificates;
(xxx) the original and then current ratings for each Class of
Regular Certificates;
(xxxi) the amount of the distribution on the Distribution Date to
the Holders of the Residual Certificates;
(xxxii) the aggregate amount of Yield Maintenance Charges collected
since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);
In the case of information furnished pursuant to clauses (i), (ii),
(x) and (xi) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per Definitive
Certificate.
Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate, a statement containing the
information set forth in clauses (i), (ii) and (xi) above as to the applicable
Class, aggregated for such calendar year or applicable portion thereof during
which such person was a Certificateholder, together with such other information
as the Paying Agent deems necessary or desirable, or that a Certificateholder or
Certificate Owner reasonably requests, to enable Certificateholders to prepare
their tax returns for such calendar year. Such obligation of the Paying Agent
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any
requirements of the Code as from time to time are in force.
On each Distribution Date, the Paying Agent shall make available to
the general public via its website initially located at "xxx.xxxxxxxx.xxx" (i)
the related Statement to Certificateholders, (ii) the CMSA Loan Periodic Update
File, the CMSA Loan Setup File, the CMSA Bond Level File, the CMSA Collateral
Summary File, the CMSA Property File and (iii) as a convenience to the general
public (and not in furtherance of the distribution thereof under the securities
laws), the prospectus supplement, the prospectus, and this Agreement. In
addition, if the Depositor so directs the Paying Agent, and on terms acceptable
to the Paying Agent, the Paying Agent shall make certain other information and
reports related to the Mortgage Loans available through its internet website.
The Paying Agent shall make available to the Companion Holders all
reports via its internet website that the Paying Agent has made available to
Certificateholders under this Agreement.
In addition, on each Distribution Date, the Paying Agent shall make
available, to any Privileged Person via its website, each of the "surveillance
reports" identified as such in the definition of "CMSA Investor Reporting
Package" and the CMSA Operating Statement Analysis Report and CMSA NOI Adjusted
Worksheets and seven CMSA data files, the Realized Loss Report and the CMSA
Advance Recovery Report to the extent delivered by the Master Servicer pursuant
to this Agreement and the Trustee's Exception Report as updated from time to
time to the extent delivered to the Paying Agent.
The Paying Agent makes no representations or warranties as to the
accuracy or completeness of any report, document or other information made
available on its internet website and assumes no responsibility therefor. In
addition, the Paying Agent may disclaim responsibility for any information
distributed by it for which it is not the original source.
In connection with providing access to the Paying Agent's internet
website, the Paying Agent may require registration and the acceptance of a
disclaimer. The Paying Agent shall not be liable for the dissemination of
information in accordance herewith. Questions regarding the Paying Agent's
internet website can be directed to the Paying Agent's CMBS customer service
desk at (000) 000-0000.
The Master Servicer may, at its sole cost and expense, make
available by electronic media, bulletin board service or internet website (in
addition to making information available as provided herein) any reports or
other information the Master Servicer is required or permitted to provide to any
party to this Agreement, the Rating Agencies or any Certificateholder or
prospective Certificateholder (which may be a licensed or registered investment
advisor) to the extent such action does not conflict with the terms of this
Agreement, the terms of the Mortgage Loans or applicable law. The availability
of such information or reports on the internet or similar electronic media shall
not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the Master
Servicer's internet website, the Master Servicer shall take reasonable measures
to ensure that only such parties listed above may access such information
including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. The Master Servicer shall not be
liable for dissemination of this information in accordance with this Agreement,
provided that such information otherwise meets the requirements set forth herein
with respect to the form and substance of such information or reports. The
Master Servicer shall be entitled to attach to any report provided pursuant to
this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report. Notwithstanding anything
herein to the contrary, the Master Servicer or the Special Servicer may, at its
sole cost and expense, make available by electronic media, bulletin board
service or internet website any reports or other information the Master Servicer
or the Special Servicer, as applicable, is required or permitted to provide to
any Mortgagor with respect to such Mortgagor's Mortgage Loan to the extent such
action does not conflict with the terms of this Agreement, the terms of the
Mortgage Loans or applicable law.
(b) The Special Servicer shall from time to time (and, in any event,
as may be reasonably required by the Master Servicer) provide the Master
Servicer with such information in its possession regarding the Specially
Serviced Mortgage Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided
by the Master Servicer to the Paying Agent. Neither the Paying Agent nor the
Depositor shall have any obligation to recompute, verify or recalculate the
information provided thereto by the Master Servicer. Unless the Paying Agent has
actual knowledge that any report or file received from the Master Servicer
contains erroneous information, the Paying Agent is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with
Section 4.01, preparing the statements to Certificateholders required by Section
4.02(a) and allocating Collateral Support Deficit to the Certificates in
accordance with Section 4.04.
Notwithstanding the foregoing, the failure of the Master Servicer or
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the
reasonable belief of the Master Servicer or the Special Servicer, as the case
may be, would violate any applicable law or any provision of a Mortgage Loan
document prohibiting disclosure of information with respect to the Mortgage
Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any
other party hereto).
(c) As soon as reasonably practicable, upon the written request of
and at the expense of any Certificateholder, the Paying Agent shall provide the
requesting Certificateholder with such information that is in the Paying Agent's
possession or can reasonably be obtained by the Paying Agent as is requested by
such Certificateholder, for purposes of satisfying applicable reporting
requirements under Rule 144A under the Securities Act. Neither the Certificate
Registrar, the Paying Agent nor the Trustee shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a
Certificate or any interest therein, nor for the content or accuracy of any
information so furnished which was prepared or delivered to them by another.
(d) The information to which any Certificateholder is entitled is
limited to the information gathered and provided to the Certificateholder by the
parties hereto pursuant to this Agreement and by acceptance of any Certificate,
each Certificateholder agrees that except as specifically provided herein, no
Certificateholder shall contact any Mortgagor directly with respect to any
Mortgage Loan.
Section 4.03 P&I Advances. (a) On or before 4:00 p.m., New York City
time, on each P&I Advance Date, the Master Servicer shall either (i) remit to
the Paying Agent for deposit into the Lower-Tier Distribution Account from its
own funds an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date, (ii) apply amounts held in the
Certificate Account, for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Certificate Account on or before the next
succeeding P&I Advance Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Master Servicer shall notify
the Paying Agent of (i) the aggregate amount of P&I Advances for a Distribution
Date and (ii) the amount of any Nonrecoverable P&I Advances for such
Distribution Date, on or before 2 Business Days prior to such Distribution Date.
If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New
York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance
pursuant to Section 7.05 by noon, New York City time, on the related
Distribution Date, in each case unless the Master Servicer shall have cured such
failure (and provided written notice of such cure to the Trustee and the Paying
Agent) by 11:00 a.m. on such Distribution Date. In the event that the Master
Servicer fails to make a required P&I Advance hereunder, the Paying Agent shall
notify the Trustee of such circumstances by 4:30 p.m. (New York City time) on
the related P&I Advance Date.
(b) Subject to Sections 4.03(c) and (e) below, the amount of P&I
Advances to be made by the Master Servicer with respect to any Distribution Date
and each Mortgage Loan shall be equal to: (i) the Monthly Payments (net of
related Servicing Fees, and in the case of the Houston Galleria Mortgage Loan,
the Houston Galleria servicing fees payable under this Agreement) other than
Balloon Payments, that were due during the related Due Period and delinquent as
of the close of business on the Business Day preceding the related P&I Advance
Date and (ii) with respect to each Mortgage Loan as to which the related Balloon
Payment was due during or prior to the related Due Period and was delinquent as
of the end of the related Due Period (including any REO Loan as to which the
Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. Subject to subsection (c) below, the obligation of
the Master Servicer to make such P&I Advances is mandatory, and with respect to
any Mortgage Loan or REO Loan, shall continue until the Distribution Date on
which the proceeds, if any, received in connection with a Liquidation Event or
the disposition of the REO Property, as the case may be, with respect thereto
are to be distributed. No P&I Advances shall be made with respect to a Companion
Loan.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Houston Galleria
Senior Note, the Master Servicer will be required to make its determination that
it has made a P&I Advance on such Houston Galleria Senior Note that is a
Nonrecoverable Advance or that any proposed P&I Advance would, if made,
constitute a Nonrecoverable Advance with respect to such Houston Galleria Senior
Note independently of any determination made by the Houston Galleria Master
Servicer or the Houston Galleria Special Servicer, as applicable, under the
Houston Galleria Pooling Agreement in respect of the related Houston Galleria
Senior Companion Note, and the Houston Galleria Master Servicer or the Houston
Galleria Special Servicer, as applicable, shall make its own determination that
it has made a P&I Advance that is a Nonrecoverable Advance (as defined in the
Houston Galleria Pooling Agreement) or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable Advance (as defined in the Houston Galleria
Pooling Agreement) with respect to the Houston Galleria Senior Companion Note in
accordance with the Houston Galleria Pooling Agreement. If the Master Servicer
or Special Servicer determines that a proposed P&I Advance with respect to a
Houston Galleria Senior Note, if made, or any outstanding P&I Advance with
respect to a Houston Galleria Senior Note previously made, would be, or is, as
applicable, a Nonrecoverable Advance, the Master Servicer shall provide the
related Houston Galleria Master Servicer, written notice of such determination
within one Business Day of the date of such determination. If the Master
Servicer receives written notice from the Houston Galleria Master Servicer or
the Houston Galleria Special Servicer, as applicable, that it has determined, by
making a determination of non-recoverability under the Houston Galleria Pooling
Agreement, with respect to the Houston Galleria Senior Companion Note, that any
proposed advance under the Houston Galleria Pooling Agreement that is similar to
a P&I Advance would be, or any outstanding advance under such Houston Galleria
Pooling Agreement that is similar to a P&I Advance is, a nonrecoverable advance,
then the Master Servicer or the Trustee shall not be required to make any
additional P&I Advances with respect to the related Houston Galleria Senior Note
unless the Master Servicer has consulted with the Houston Galleria Master
Servicer, and they agree that circumstances with respect to such Houston
Galleria Senior Notes have changed such that a proposed future P&I Advance or an
advance under the Houston Galleria Pooling Agreement that is similar to a P&I
Advance would not be a Nonrecoverable Advance or a nonrecoverable advance, as
the case may be. Notwithstanding the foregoing, the Master Servicer or the
Trustee shall continue to have the sole discretion provided in this Agreement to
determine that any future P&I Advance or outstanding P&I Advance would be, or
is, as applicable, a Nonrecoverable Advance.
(d) In connection with the recovery of any P&I Advance out of the
Certificate Account, pursuant to Section 3.05(a), the Master Servicer shall be
entitled to pay the Trustee and itself (in that order of priority) as the case
may be out of any amounts then on deposit in the Certificate Account (but in no
event from any funds payable or allocable to a holder of the CenterPoint I
Companion Note), interest at the Reimbursement Rate in effect from time to time,
accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement; provided, however, that no interest will
accrue on any P&I Advance (i) made with respect to a Mortgage Loan until after
the related Due Date has passed and any applicable grace period has expired or
(ii) if the related Monthly Payment is received after the Determination Date but
on or prior to the related P&I Advance Date. The Master Servicer shall reimburse
itself and/or the Trustee, as the case may be, for any outstanding P&I Advance,
subject to Section 3.19 of this Agreement, as soon as practicably possible after
funds available for such purpose are deposited in the Certificate Account.
(e) Notwithstanding the foregoing, (i) neither the Master Servicer
nor the Trustee shall make an advance for Excess Interest, Yield Maintenance
Charges, Default Interest or Penalty Charges and (ii) if an Appraisal Reduction
has been made with respect to any Mortgage Loan then in the event of subsequent
delinquencies thereon, the interest portion of the P&I Advance in respect of
such Mortgage Loan for the related Distribution Date shall be reduced (it being
herein acknowledged that there shall be no reduction in the principal portion of
such P&I Advance) to equal the product of (x) the amount of the interest portion
of such P&I Advance for such Mortgage Loan for such Distribution Date without
regard to this subsection (ii), and (y) a fraction, expressed as a percentage,
the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction, if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date. For
purposes of the immediately preceding sentence, the Monthly Payment due on the
Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment
for the related Distribution Date.
(f) In no event shall either the Master Servicer or the Trustee be
required to make a P&I Advance with respect to any Companion Loan.
Section 4.04 Allocation of Collateral Support Deficit. (a) On each
Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01 and the allocation of Certificate Deferred
Interest pursuant to Section 4.06, the Paying Agent shall calculate the amount,
if any, by which (i) the aggregate Stated Principal Balance (for purposes of
this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that
were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are
not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans
and any REO Loans, expected to be outstanding immediately following such
Distribution Date, is less than (ii) the then aggregate Certificate Balance of
the Regular Certificates after giving effect to distributions of principal on
such Distribution Date and the allocation of Certificate Deferred Interest
pursuant to Section 4.06 (any such deficit, the "Collateral Support Deficit").
Any allocation of Collateral Support Deficit to a Class of Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Collateral Support Deficit allocated to a Class of Regular
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. The allocation of
Collateral Support Deficit shall constitute an allocation of losses and other
shortfalls experienced by the Trust Fund. Reimbursement of previously allocated
Collateral Support Deficit will not constitute distributions of principal for
any purpose and will not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement
is made. To the extent any Nonrecoverable Advances (plus interest thereon) that
were reimbursed from principal collections on the Mortgage Loans and previously
resulted in a reduction of the Principal Distribution Amount, Loan Group 1
Principal Distribution Amount or Loan Group 2 Principal Distribution Amount are
subsequently recovered on the related Mortgage Loan, the amount of such recovery
will be added to the Certificate Balance of the Class or Classes of Certificates
that previously were allocated Collateral Support Deficit, in sequential order,
in each case up to the amount of the unreimbursed Collateral Support Deficit
allocated to such Class of Certificates. If the Certificate Balance of any Class
of Certificates is so increased, the amount of unreimbursed Collateral Support
Deficit of such Class of Certificates shall be decreased by such amount.
(b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution, as a write-off to the
extent of any Collateral Support Deficit, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write-off shall be allocated
first to the Class NR Certificates; second to the Class P Certificates; third to
the Class N Certificates; fourth to the Class M Certificates; fifth to the Class
L Certificates; sixth to the Class K Certificates; seventh to the Class J
Certificates; eighth to the Class H Certificates; ninth to the Class G
Certificates; tenth to the Class F Certificates; eleventh to the Class E
Certificates; twelfth to the Class D Certificates; thirteenth to the Class C
Certificates; fourteenth to the Class B Certificates; fifteenth to the Class A-J
Certificates; sixteenth to the Class A-M Certificates and seventeenth to the
Class A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates, Class
A-3B Certificates, Class A-4 Certificates, Class A-SB Certificates and the Class
A-1A Certificates, pro rata (based upon their respective Certificate Balances),
until the remaining Certificate Balances of such Classes of Certificates have
been reduced to zero.
(c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates (other than the Class X, Class R,
Class LR and Class S Certificates) pursuant to Section 4.04(b) with respect to
such Distribution Date shall reduce the Lower-Tier Principal Amount of the
Related Uncertificated Lower-Tier Interest with respect thereto as a write-off
(in the case of (i) the Class A-1 Certificates, first, to the Class LA-1-1
Uncertificated Interest, second, to the Class LA-1-2 Uncertificated Interest,
third, to the Class LA-1-3 Uncertificated Interest, and fourth, to the Class
LA-1-4 Uncertificated Interest, in each case, until reduced to zero, (ii) the
Class A-1A Certificates, first, to the Class LA-1A-1 Uncertificated Interest,
second, to the Class LA-1A-2 Uncertificated Interest, third, to the Class
LA-1A-3 Uncertificated Interest, fourth, to the Class LA-1A-4 Uncertificated
Interest, fifth, to the Class LA-1A-5 Uncertificated Interest, sixth, to the
Class LA-1A-6 Uncertificated Interest, seventh, to the Class LA-1A-7
Uncertificated Interest, eighth, to the Class LA-1A-8 Uncertificated Interest,
ninth, to the Class LA-1A-9 Uncertificated Interest, tenth, to the Class
LA-1A-10 Uncertificated Interest, eleventh, to the Class LA-1A-11 Uncertificated
Interest, twelfth, to the Class LA-1A-12 Uncertificated Interest, thirteenth, to
the Class LA-1A-13 Uncertificated Interest, fourteenth, to the Class LA-1A-14
Uncertificated Interest, and fifteenth, to the Class LA-1A-15 Uncertificated
Interest, in each case, until reduced to zero, (iii) the Class A-2 Certificates,
first, to the Class LA-2-1 Uncertificated Interest, second, to the Class LA-2-2
Uncertificated Interest and third, to the Class LA-2-3 Uncertificated Interest,
in each case, until reduced to zero, (iv) the Class A-3B Certificates, first, to
the Class LA-3B-1 Uncertificated Interest, second, to the Class LA-3B-2
Uncertificated Interest, third, to the Class LA-3B-3 Uncertificated Interest,
and fourth, to the Class LA-3B-4 Uncertificated Interest, in each case, until
reduced to zero, (v) the Class A-4 Certificates, first, to the Class LA-4-1
Uncertificated Interest, second, to the Class LA-4-2 Uncertificated Interest,
third, to the Class LA-4-3 Uncertificated Interest, fourth, to the Class LA-4-4
Uncertificated Interest, fifth, to the Class LA-4-5 Uncertificated Interest,
sixth, to the Class LA-4-6 Uncertificated Interest, and seventh, to the Class
LA-4-7 Uncertificated Interest, in each case, until reduced to zero, (vi) the
Class A-SB Certificates, first, to the Class LA-SB-1 Uncertificated Interest,
second, to the Class LA-SB-2 Uncertificated Interest, third, to the Class
LA-SB-3 Uncertificated Interest, fourth, to the Class LA-SB-4 Uncertificated
Interest, fifth, to the Class LA-SB-5 Uncertificated Interest, sixth, to the
Class LA-SB-6 Uncertificated Interest, and seventh, to the Class LA-SB-7
Uncertificated Interest, in each case, until reduced to zero, (vii) the Class D
Certificates, first, to the Class LD-1 Uncertificated Interest, second, to the
Class LD-2 Uncertificated Interest, third, to the Class LD-3 Uncertificated
Interest, and fourth, to the Class LD-4 Uncertificated Interest, in each case,
until reduced to zero, (viii) the Class E Certificates, first, to the Class LE-1
Uncertificated Interest, and second, to the Class LE-2 Uncertificated Interest,
in each case, until reduced to zero, (ix) the Class F Certificates, first, to
the Class LF-1 Uncertificated Interest, second, to the Class LF-2 Uncertificated
Interest, and third, to the Class LF-3 Uncertificated Interest, in each case,
until reduced to zero, (x) the Class G Certificates, first, to the Class LG-1
Uncertificated Interest, and second, to the Class LG-2 Uncertificated Interest,
in each case, until reduced to zero, (xi) the Class H Certificates, first, to
the Class LH-1 Uncertificated Interest, second, to the Class LH-2 Uncertificated
Interest and third, to the Class LH-3 Uncertificated Interest, in each case,
until reduced to zero, and (xii) the Class J Certificates, first, to the Class
LJ-1 Uncertificated Interest, and second, to the Class LJ-2 Uncertificated
Interest, in each case, until reduced to zero.
Section 4.05 Appraisal Reductions. The aggregate Appraisal Reduction
will be allocated by the Paying Agent on each Distribution Date, only for
purposes of determining the amount of P&I Advances with respect to the related
Mortgage Loan, to the Certificate Balance of the Class NR, Class P, Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C and Class B Certificates, the Class A-J Certificates and then the Class
A-M Certificates in that order, up to the amount of their respective Certificate
Balances. On any Distribution Date, an Appraisal Reduction that otherwise would
be allocated to a Class of Certificates will be allocated to the next most
subordinate Class to the extent that the Certificate Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction into account) is less than the Appraisal Reduction for such
Distribution Date.
With respect to any AB Mortgage Loan, Appraisal Reductions will be
calculated based on the aggregate outstanding principal balance of such AB
Mortgage Loan and the related Companion Loan. Any resulting Appraisal Reductions
will be allocated to the related Companion Loan up to the principal amount of
such Companion Loan prior to being allocated to the AB Mortgage Loan.
With respect to the CenterPoint I Whole Loan, Appraisal Reductions
will be calculated based on the aggregate outstanding principal balance of the
CenterPoint I Mortgage Loan and the CenterPoint I Companion Note. Any resulting
Appraisal Reductions will be allocated, pro rata, to the CenterPoint I Mortgage
Loan and the CenterPoint I Companion Note, based on their Stated Principal
Balances.
Section 4.06 Certificate Deferred Interest. (a) On each Distribution
Date, the amount of interest distributable to a Class of Certificates (other
than the Class X, Class S, Class R and Class LR Certificates) shall be reduced
by an amount equal to the amount of Mortgage Deferred Interest for all Mortgage
Loans for the Due Dates occurring in the related Due Period allocated to such
Class of Certificates such Mortgage Deferred Interest to be allocated first, to
the Class NR Certificates; second, to the Class P Certificates; third, to the
Class N Certificates; fourth, to the Class M Certificates; fifth, to the Class L
Certificates; sixth, to the Class K Certificates; seventh, to the Class J
Certificates; eighth, to the Class H Certificates; ninth, to the Class G
Certificates; tenth, to the Class F Certificates; eleventh, to the Class E
Certificates; twelfth, to the Class D Certificates; thirteenth, to the Class C
Certificates; fourteenth, to the Class B Certificates; fifteenth, to the Class
A-J Certificates; sixteenth, to the Class A-M Certificates and then pro rata
(based upon Accrued Certificate Interest) to the Class A-1, Class A-1A, Class
A-2, Class A-3A, Class A-3B, Class A-4 and Class A-SB Certificates, in each case
up to the respective Accrued Certificate Interest for each such Class of
Certificates for such Distribution Date.
(b) On each Distribution Date, the Certificate Balances of the Class
A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates, Class A-3B
Certificates, Class A-4 Certificates, Class A-SB Certificates, Class A-1A
Certificates, Class A-M Certificates, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates, Class P Certificates and Class NR Certificates shall be
increased by the amount of the Certificate Deferred Interest allocated to such
Class of Certificates on such Distribution Date pursuant to Section 4.06(a)
above. On each Distribution Date the Certificate Deferred Interest allocated to
the Related Uncertificated Lower-Tier Interest (in the case of (i) the Class A-1
Certificates, first, to the Class LA-1-1 Uncertificated Interest, second, to the
Class LA-1-2 Uncertificated Interest, third, to the Class LA-1-3 Uncertificated
Interest, and fourth, to the Class LA-1-4 Uncertificated Interest, in each case,
until reduced to zero, (ii) the Class A-1A Certificates, first, to the Class
LA-1A-1 Uncertificated Interest, second, to the Class LA-1A-2 Uncertificated
Interest, third, to the Class LA-1A-3 Uncertificated Interest, fourth, to the
Class LA-1A-4 Uncertificated Interest, fifth, to the Class LA-1A-5
Uncertificated Interest, sixth, to the Class LA-1A-6 Uncertificated Interest,
seventh, to the Class LA-1A-7 Uncertificated Interest, eighth, to the Class
LA-1A-8 Uncertificated Interest, ninth, to the Class LA-1A-9 Uncertificated
Interest, tenth, to the Class LA-1A-10 Uncertificated Interest, eleventh, to the
Class LA-1A-11 Uncertificated Interest, twelfth, to the Class LA-1A-12
Uncertificated Interest, thirteenth, to the Class LA-1A-13 Uncertificated
Interest, fourteenth, to the Class LA-1A-14 Uncertificated Interest, and
fifteenth, to the Class LA-1A-15 Uncertificated Interest, in each case, until
reduced to zero, (iii) the Class A-2 Certificates, first, to the Class LA-2-1
Uncertificated Interest, second, to the Class LA-2-2 Uncertificated Interest,
and third, to the Class LA-2-3 Uncertificated Interest, in each case, until
reduced to zero, (iv) the Class A-3B Regular Interest, first, to the Class
LA-3B-1 Uncertificated Interest, second, to the Class LA-3B-2 Uncertificated
Interest, third, to the Class LA-3B-3 Uncertificated Interest, fourth, to the
Class LA-3B-4 Uncertificated Interest, in each case, until reduced to zero, (v)
the Class A-4 Certificates, first, to the Class LA-4-1 Uncertificated Interest,
second, to the Class LA-4-2 Uncertificated Interest, third, to the Class LA-4-3
Uncertificated Interest, fourth, to the Class LA-4-4 Uncertificated Interest,
fifth, to the Class LA-4-5 Uncertificated Interest, sixth, to the Class LA-4-6
Uncertificated Interest, and seventh, to the Class LA-4-7 Uncertificated
Interest, in each case, until reduced to zero, (vi) the Class A-SB Certificates,
first, to the Class LA-SB-1 Uncertificated Interest, second, to the Class
LA-SB-2 Uncertificated Interest, third, to the Class LA-SB-3 Uncertificated
Interest, fourth, to the Class LA-SB-4 Uncertificated Interest, fifth, to the
Class LA-SB-5 Uncertificated Interest, sixth, to the Class LA-SB-6
Uncertificated Interest, and seventh, to the Class LA-SB-7 Uncertificated
Interest, in each case, until reduced to zero, (vii) the Class D Certificates,
first, to the Class LD-1 Uncertificated Interest, second, to the Class LD-2
Uncertificated Interest, third, to the Class LD-3 Uncertificated Interest, and
fourth, to the Class LD-4 Uncertificated Interest, in each case, until reduced
to zero, (viii) the Class E Certificates, first, to the Class LE-1
Uncertificated Interest, and second, to the Class LE-2 Uncertificated Interest,
in each case, until reduced to zero, (ix) the Class F Certificates, first, to
the Class LF-1 Uncertificated Interest, second, to the Class LF-2 Uncertificated
Interest, and third, to the Class LF-3 Uncertificated Interest, in each case,
until reduced to zero, (x) the Class G Certificates, first, to the Class LG-1
Uncertificated Interest, and second, to the Class LG-2 Uncertificated Interest,
in each case, until reduced to zero, (xi) the Class H Certificates, first, to
the Class LH-1 Uncertificated Interest, second, to the Class LH-2 Uncertificated
Interest and third, to the Class LH-3 Uncertificated Interest, in each case,
until reduced to zero and (xii) the Class J Certificates, first, to the Class
LJ-1 Uncertificated Interest, and second, to the Class LJ-2 Uncertificated
Interest, in each case, until reduced to zero).
(c) With respect to any Distribution Date, any Certificate Deferred
Interest with respect to such Distribution Date allocated pursuant to Section
4.06(a) to a Class of Certificates shall be allocated in reduction of the amount
of interest distributable to the Related Uncertificated Lower-Tier Interest with
respect thereto (in the case of (i) the Class A-1 Certificates, first, to the
Class LA-1-1 Uncertificated Interest, second, to the Class LA-1-2 Uncertificated
Interest, and third, to the Class LA-1-3 Uncertificated Interest, and fourth, to
the Class LA-1-4 Uncertificated Interest, in each case, until reduced to zero,
(ii) the Class A-1A Certificates, first, to the Class LA-1A-1 Uncertificated
Interest, second, to the Class LA-1A-2 Uncertificated Interest, third, to the
Class LA-1A-3 Uncertificated Interest, fourth, to the Class LA-1A-4
Uncertificated Interest, fifth, to the Class LA-1A-5 Uncertificated Interest,
sixth, to the Class LA-1A-6 Uncertificated Interest, seventh, to the Class
LA-1A-7 Uncertificated Interest, eighth, to the Class LA-1A-8 Uncertificated
Interest, ninth, to the Class LA-1A-9 Uncertificated Interest, tenth, to the
Class LA-1A-10 Uncertificated Interest, eleventh, to the Class LA-1A-11
Uncertificated Interest, twelfth, to the Class LA-1A-12 Uncertificated Interest,
thirteenth, to the Class LA-1A-13 Uncertificated Interest, fourteenth, to the
Class LA-1A-14 Uncertificated Interest, and fifteenth, to the Class LA-1A-15
Uncertificated Interest, in each case, until reduced to zero, (iii) the Class
A-2 Certificates, first, to the Class LA-2-1 Uncertificated Interest, second, to
the Class LA-2-2 Uncertificated Interest and third, to the Class LA-2-3
Uncertificated Interest, in each case, until reduced to zero, (iv) the Class
A-3B Certificates, first, to the Class LA-3B-1 Uncertificated Interest, second,
to the Class LA-3B-2 Uncertificated Interest, third, to the Class LA-3B-3
Uncertificated Interest, and fourth, to the Class LA-3B-4 Uncertificated
Interest, in each case, until reduced to zero, (v) the Class A-4 Certificates,
first, to the Class LA-4-1 Uncertificated Interest, second, to the Class LA-4-2
Uncertificated Interest, third, to the Class LA-4-3 Uncertificated Interest,
fourth, to the Class LA-4-4 Uncertificated Interest, fifth, to the Class LA-4-5
Uncertificated Interest, sixth, to the Class LA-4-6 Uncertificated Interest, and
seventh, to the Class LA-4-7 Uncertificated Interest, in each case, until
reduced to zero, (vi) the Class A-SB Certificates, first, to the Class LA-SB-1
Uncertificated Interest, second, to the Class LA-SB-2 Uncertificated Interest,
third, to the Class LA-SB-3 Uncertificated Interest, fourth, to the Class
LA-SB-4 Uncertificated Interest, fifth, to the Class LA-SB-5 Uncertificated
Interest,, sixth, to the Class LA-SB-6 Uncertificated Interest, and seventh, to
the Class LA-SB-7 Uncertificated Interest, in each case, until reduced to zero,
(vii) the Class D Certificates, first, to the Class LD-1 Uncertificated
Interest, second, to the Class LD-2 Uncertificated Interest, third, to the Class
LD-3 Uncertificated Interest, and fourth, to the Class LD-4 Uncertificated
Interest, in each case, until reduced to zero, (viii) the Class E Certificates,
first, to the Class LE-1 Uncertificated Interest, and second, to the Class LE-2
Uncertificated Interest, in each case, until reduced to zero, (ix) the Class F
Certificates, first, to the Class LF-1 Uncertificated Interest, second, to the
Class LF-2 Uncertificated Interest, and third, to the Class LF-3 Uncertificated
Interest, in each case, until reduced to zero, (x) the Class G Certificates,
first, to the Class LG-1 Uncertificated Interest, and second, to the Class LG-2
Uncertificated Interest, in each case, until reduced to zero, (xi) the Class H
Certificates, first, to the Class LH-1 Uncertificated Interest, second, to the
Class LH-2 Uncertificated Interest and third, to the Class LH-3 Uncertificated
Interest, in each case, until reduced to zero, and (xii) the Class J
Certificates, first, to the Class LJ-1 Uncertificated Interest, and second, to
the Class LJ-2 Uncertificated Interest, in each case, until reduced to zero);
provided, that no such allocation shall be made in respect of the portion of
such interest representing the related Class X-1 Strip Rate or Class X-2 Strip
Rate). On each Distribution Date, to the extent provided in Section 4.06(b) with
respect to the Related Certificates, Certificate Deferred Interest will be added
to the Lower-Tier Principal Amount of the Uncertificated Lower-Tier Interests in
the same manner as the interest thereon was reduced pursuant to the preceding
sentence.
Section 4.07 Grantor Trust Reporting. The parties intend that the
portion of the Trust Fund constituting the Grantor Trust, which consists of the
Excess Interest allocable to the Mortgage Loans, proceeds thereof held in the
Certificate Account pertaining to the Excess Interest allocable to the Mortgage
Loans and the Excess Interest Distribution Account shall constitute, and that
the affairs of the Trust Fund (exclusive of the Lower-Tier REMIC and the
Upper-Tier REMIC) shall be conducted so as to qualify such portion as, a
"grantor trust" under subpart E, Part I of subchapter J of the Code, and the
provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Paying Agent shall (A) file, or cause to be
filed, Internal Revenue Service Form 1041 or such other form as may be
applicable with the Internal Revenue Service and (B) furnish, or cause to be
furnished, to the Class S Certificateholders, their allocable share of income
with respect to Excess Interest accrued or received, as applicable, each in the
time or times and in the manner required by the Code. For the avoidance of
doubt, this transaction has no Excess Interest and therefore no Grantor Trust
reporting shall be required.
[End of Article IV]
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates. The Certificates will be
substantially in the respective forms annexed hereto as Exhibits A-1 through and
including A-27. The Certificates will be issuable in registered form only;
provided, however, that in accordance with Section 5.03 beneficial ownership
interests in the Regular Certificates shall initially be held and transferred
through the book-entry facilities of the Depository. The Class S, Class R and
Class LR Certificates will each be issuable in one or more registered,
definitive physical certificates (each, a "Definitive Certificate")
substantially in the form of Certificates of each Class and with such applicable
legends as are set forth in the Exhibits hereto corresponding to such Class.
Each Certificate will share ratably in all rights of the related Class. The
Class X Certificates will be issuable only in minimum Denominations of
authorized initial Notional Amount of not less than $1,000,000 and in integral
multiples of $1.00 in excess thereof. The Offered Certificates (other than the
Class X Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $10,000, and in integral
multiples of $1.00 in excess thereof. The Non-Registered Certificates (other
than the Class X-1, the Class S and the Residual Certificates) will be issuable
in minimum Denominations of authorized initial Certificate Balance of not less
than $250,000, and in integral multiples of $1.00 in excess thereof. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any
Class does not equal an integral multiple of $1.00, then a single additional
Certificate of such Class may be issued in a minimum denomination of authorized
initial Certificate Balance or initial Notional Amount, as applicable, that
includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of
$1.00 that does not exceed such amount. The Class S, Class R and Class LR
Certificates will be issuable only in one or more Definitive Certificates in
denominations representing Percentage Interests of not less than 20%. With
respect to any Certificate or any beneficial interest in a Certificate, the
"Denomination" thereof shall be (i) the amount (a) set forth on the face thereof
or, (b) set forth on a schedule attached thereto or (c) in the case of any
beneficial interest in a Book-Entry Certificate, the interest of the related
Certificate Owner in the applicable Class of Certificates as reflected on the
books and records of the Depository or related Participants, as applicable, (ii)
expressed in terms of initial Certificate Balance or initial Notional Amount, as
applicable, and (iii) be in an authorized denomination, as set forth above. The
Book-Entry Certificates will be issued as one or more certificates registered in
the name of a nominee designated by the Depository, and Certificate Owners will
hold interests in the Book-Entry Certificates through the book-entry facilities
of the Depository in the minimum Denominations and aggregate Denominations as
set forth in the above. No Certificate Owner of a Book-Entry Certificate of any
Class thereof will be entitled to receive a Definitive Certificate representing
its interest in such Class, except as provided in Section 5.03 herein. Unless
and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.
(a) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized signatories of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. LaSalle Bank
National Association is hereby initially appointed Authenticating Agent with
power to act, on the Trustee's behalf, in the authentication and delivery of the
Certificates in connection with transfers and exchanges as herein provided. If
LaSalle Bank National Association is removed as Paying Agent, then LaSalle Bank
National Association shall be terminated as Authenticating Agent. If the
Authenticating Agent is terminated, the Trustee shall appoint a successor
Authenticating Agent, which may be the Trustee or an Affiliate thereof.
(b) LaSalle Bank National Association maintains an office and
conducts certificate transfer services at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group,
X.X. Xxxxxx 2006-CIBC14.
(c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.
Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be maintained at
the office of the Certificate Registrar a Certificate Register in which, subject
to such reasonable regulations as the Certificate Registrar may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. LaSalle Bank
National Association is hereby initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written
instrument delivered to the Depositor, the Trustee, the Paying Agent, the
Special Servicer and the Master Servicer, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. The Depositor, the Trustee, the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register. The names and addresses of all Certificateholders and
the names and addresses of the transferees of any Certificates shall be
registered in the Certificate Register; provided, however, in no event shall the
Certificate Registrar be required to maintain in the Certificate Register the
names of Certificate Owners. The Person in whose name any Certificate is so
registered shall be deemed and treated as the sole owner and Holder thereof for
all purposes of this Agreement and the Certificate Registrar, the Master
Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of
any of them shall not be affected by any notice or knowledge to the contrary. A
Definitive Certificate is transferable or exchangeable only upon the surrender
of such Certificate to the Certificate Registrar at its office maintained at
LaSalle Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group,
X.X. Xxxxxx 2006-CIBC14 (the "Registrar Office") together with an assignment and
transfer (executed by the Holder or his duly authorized attorney). Subject to
the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar
shall execute and the Authenticating Agent shall duly authenticate in the name
of the designated transferee or transferees, one or more new Certificates in
Denominations of a like aggregate Denomination as the Definitive Certificate
being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Section 5.02(e). Each Certificate surrendered for
registration of transfer shall be canceled, and the Certificate Registrar shall
hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate or by the Initial Purchasers to Citigroup Alternative
Investments LLC is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry
Certificate During the Restricted Period. If, during the Restricted
Period, a Certificate Owner of an interest in a Rule 144A Book-Entry
Certificate wishes at any time to transfer its beneficial interest in such
Rule 144A Book-Entry Certificate to a Person who wishes to take delivery
thereof in the form of a beneficial interest in a Regulation S Book-Entry
Certificate, such Certificate Owner may, in addition to complying with all
applicable rules and procedures of the Depository and Clearstream or
Euroclear applicable to transfers by their respective participants (the
"Applicable Procedures"), transfer or cause the transfer of such
beneficial interest for an equivalent beneficial interest in the
Regulation S Book-Entry Certificate only upon compliance with the
provisions of this Section 5.02(b)(i). Upon receipt by the Certificate
Registrar at its Registrar Office of (1) written instructions given in
accordance with the Applicable Procedures from a Depository Participant
directing the Certificate Registrar to credit or cause to be credited to
another specified Depository Participant's account a beneficial interest
in the Regulation S Book-Entry Certificate in an amount equal to the
Denomination of the beneficial interest in the Rule 144A Book-Entry
Certificate to be transferred, (2) a written order given in accordance
with the Applicable Procedures containing information regarding the
account of the Depository Participant (and the Euroclear or Clearstream
account, as the case may be) to be credited with, and the account of the
Depository Participant to be debited for, such beneficial interest, and
(3) a certificate in the form of Exhibit K hereto given by the Certificate
Owner that is transferring such interest, the Certificate Registrar, as
custodian of the Book-Entry Certificates shall reduce the Denomination of
the Rule 144A Book-Entry Certificate by the Denomination of the beneficial
interest in the Rule 144A Book-Entry Certificate to be so transferred and,
concurrently with such reduction, increase the Denomination of the
Regulation S Book-Entry Certificate by the Denomination of the beneficial
interest in the Rule 144A Book-Entry Certificate to be so transferred, and
credit or cause to be credited to the account of the Person specified in
such instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a
beneficial interest in the Regulation S Book-Entry Certificate having a
Denomination equal to the amount by which the Denomination of the Rule
144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry
Certificate After the Restricted Period. If, after the Restricted Period,
a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate
wishes at any time to transfer its beneficial interest in such Rule 144A
Book-Entry Certificate to a Person who wishes to take delivery thereof in
the form of a beneficial interest in a Regulation S Book-Entry
Certificate, such holder may, in addition to complying with all Applicable
Procedures, transfer or cause the transfer of such beneficial interest for
an equivalent beneficial interest in a Regulation S Book-Entry Certificate
only upon compliance with the provisions of this Section 5.02(b)(ii). Upon
receipt by the Certificate Registrar at its Registrar Office of (1)
written instructions given in accordance with the Applicable Procedures
from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited to another specified Depository
Participant's account a beneficial interest in the Regulation S Book-Entry
Certificate in an amount equal to the Denomination of the beneficial
interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a
written order given in accordance with the Applicable Procedures
containing information regarding the account of the Depository Participant
(and, in the case of a transfer pursuant to and in accordance with
Regulation S, the Euroclear or Clearstream account, as the case may be) to
be credited with, and the account of the Depository Participant to be
debited for, such beneficial interest, and (3) a certificate in the form
of Exhibit N hereto given by the Certificate Owner that is transferring
such interest, the Certificate Registrar as custodian of the Book-Entry
Certificates shall reduce the Denomination of the Rule 144A Book-Entry
Certificate by the aggregate Denomination of the beneficial interest in
the Rule 144A Book-Entry Certificate to be so transferred and,
concurrently with such reduction, increase the Denomination of the
Regulation S Book-Entry Certificate by the aggregate Denomination of the
beneficial interest in the Rule 144A Book-Entry Certificate to be so
transferred, and credit or cause to be credited to the account of the
Person specified in such instructions (who shall be a Depository
Participant acting for or on behalf of Euroclear or Clearstream, or both,
as the case may be) a beneficial interest in the Regulation S Book-Entry
Certificate having a Denomination equal to the amount by which the
Denomination of the Rule 144A Book-Entry Certificate was reduced upon such
transfer.
(iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If the Certificate Owner of an interest in a Regulation S
Book-Entry Certificate wishes at any time to transfer its beneficial
interest in such Regulation S Book-Entry Certificate to a Person who
wishes to take delivery thereof in the form of a beneficial interest in
the Rule 144A Book-Entry Certificate, such holder may, in addition to
complying with all Applicable Procedures, transfer or cause the transfer
of such beneficial interest for an equivalent beneficial interest in the
Rule 144A Book-Entry Certificate only upon compliance with the provisions
of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at
its Registrar Office of (1) written instructions given in accordance with
the Applicable Procedures from a Depository Participant directing the
Certificate Registrar to credit or cause to be credited to another
specified Depository Participant's account a beneficial interest in the
Rule 144A Book-Entry Certificate in an amount equal to the Denomination of
the beneficial interest in the Regulation S Book-Entry Certificate to be
transferred, (2) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the Depository
Participant to be credited with, and the account of the Depository
Participant (or, if such account is held for Euroclear or Clearstream, the
Euroclear or Clearstream account, as the case may be) to be debited for
such beneficial interest, and (3) with respect to a transfer of a
beneficial interest in the Regulation S Book-Entry Certificate for a
beneficial interest in the related Rule 144A Book-Entry Certificate (i)
during the Restricted Period, a certificate in the form of Exhibit O
hereto given by the Certificate Owner, or (ii) after the Restricted
Period, an Investment Representation Letter in the form of Exhibit C
attached hereto from the transferee to the effect that such transferee is
a Qualified Institutional Buyer (an "Investment Representation Letter"),
the Certificate Registrar, as custodian of the Book-Entry Certificates,
shall reduce the Denomination of the Regulation S Book-Entry Certificate
by the Denomination of the beneficial interest in the Regulation S
Book-Entry Certificate to be transferred, and, concurrently with such
reduction, increase the Denomination of the Rule 144A Book-Entry
Certificate by the aggregate Denomination of the beneficial interest in
the Regulation S Book-Entry Certificate to be so transferred, and credit
or cause to be credited to the account of the Person specified in such
instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a
beneficial interest in the Rule 144A Book-Entry Certificate having a
Denomination equal to the amount by which the Denomination of the
Regulation S Book-Entry Certificate was reduced upon such transfer.
(iv) Transfers Within Regulation S Book-Entry Certificates During
Restricted Period. If, during the Restricted Period, the Certificate Owner
of an interest in a Regulation S Book-Entry Certificate wishes at any time
to transfer its beneficial interest in such Certificate to a Person who
wishes to take delivery thereof in the form of a Regulation S Book-Entry
Certificate, such Certificate Owner may transfer or cause the transfer of
such beneficial interest for an equivalent beneficial interest in such
Regulation S Book-Entry Certificate only upon compliance with the
provisions of this Section 5.02(b)(iv) and all Applicable Procedures. Upon
receipt by the Certificate Registrar at its Registrar Office of (1)
written instructions given in accordance with the Applicable Procedures
from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited to another specified Depository
Participant's account a beneficial interest in such Regulation S
Book-Entry Certificate in an amount equal to the Denomination of the
beneficial interest to be transferred, (2) a written order given in
accordance with the Applicable Procedures containing information regarding
the account of the Depository Participant to be credited with, and the
account of the Depository Participant (or, if such account is held for
Euroclear or Clearstream, the Euroclear or Clearstream account, as the
case may be) to be debited for, such beneficial interest and (3) a
certificate in the form of Exhibit P hereto given by the transferee, the
Certificate Registrar, as custodian of the Book-Entry Certificates, shall
debit the account of the transferring Regulation S Certificateholder and
credit or cause to be credited to the account of the Person specified in
such instructions (who shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a
beneficial interest in the Regulation S Book-Entry Certificate having a
Denomination equal to the amount specified in such instructions by which
the account to be debited was reduced upon such transfer.
(v) Transfers of Book-Entry Certificates to Definitive Certificates.
Any and all transfers from a Book-Entry Certificate to a transferee
wishing to take delivery in the form of a Definitive Certificate will
require the transferee to take delivery subject to the restrictions on the
transfer of such Definitive Certificate described on the face of such
Certificate, and such transferee agrees that it will transfer such
Definitive Certificate only as provided therein and herein. No such
transfer shall be made and the Certificate Registrar shall not register
any such transfer unless such transfer is made in accordance with this
Section 5.02(b)(v).
(A) Transfers of a beneficial interest in a Book-Entry
Certificate to an Institutional Accredited Investor will require
delivery of such Certificate to the transferee in the form of a
Definitive Certificate and the Certificate Registrar shall register
such transfer only if prior to the transfer (i) two years have
expired after the later of the Closing Date or the last date on
which the Depositor or any Affiliate thereof held such Certificate,
or (ii) such transferee furnishes to the Certificate Registrar (1)
an Investment Representation Letter in the form of Exhibit C
attached hereto to the effect that the transfer is being made to an
Institutional Accredited Investor in accordance with an applicable
exemption under the Act, and (2) if required by the Certificate
Registrar, an opinion of counsel acceptable to the Certificate
Registrar that such transfer is in compliance with the Act.
(B) Transfers of a beneficial interest in a Book-Entry
Certificate to a Regulation S Investor wishing to take delivery in
the form of a Definitive Certificate will be registered by the
Certificate Registrar only if the transferor has provided the
Certificate Registrar with a certificate in the form of Exhibit P
attached hereto. Transfers of a beneficial interest in a Book-Entry
Certificate to a Qualified Institutional Buyer wishing to take
delivery in the form of a Definitive Certificate will be registered
by the Certificate Registrar only if such transferee furnishes to
the Certificate Registrar an Investment Representation Letter in the
form of Exhibit C attached hereto to the effect that the transfer is
being made to a Qualified Institutional Buyer in accordance with
Rule 144A under the Act.
(C) Notwithstanding the foregoing, no transfer of a beneficial
interest in a Regulation S Book-Entry Certificate to a Definitive
Certificate pursuant to subparagraph (B) above shall be made prior
to the expiration of the Restricted Period. Upon acceptance for
exchange or transfer of a beneficial interest in a Book-Entry
Certificate for a Definitive Certificate, as provided herein, the
Certificate Registrar shall endorse on the schedule affixed to the
related Book-Entry Certificate (or on a continuation of such
schedule affixed to such Book-Entry Certificate and made a part
thereof) an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the Denomination of such
Book-Entry Certificate equal to the Denomination of such Definitive
Certificate issued in exchange therefor or upon transfer thereof.
(vi) Transfers of Definitive Certificates to the Book-Entry
Certificates. If a Holder of a Definitive Certificate (other than a Class
S Certificate) wishes at any time to transfer such Certificate to a Person
who wishes to take delivery thereof in the form of a beneficial interest
in the related Regulation S Book-Entry Certificate or the related Rule
144A Book-Entry Certificate, such transfer may be effected only in
accordance with the Applicable Procedures, and this Section 5.02(b)(vi).
Upon receipt by the Certificate Registrar at the Registrar Office of (1)
the Definitive Certificate to be transferred with an assignment and
transfer pursuant to Section 5.02(d), (2) written instructions given in
accordance with the Applicable Procedures from a Depository Participant
directing the Certificate Registrar to credit or cause to be credited to
another specified Depository Participant's account a beneficial interest
in such Regulation S Book-Entry Certificate or such Rule 144A Book-Entry
Certificate, as the case may be, in an amount equal to the Denomination of
the Definitive Certificate to be so transferred, (3) a written order given
in accordance with the Applicable Procedures containing information
regarding the account of the Depository Participant (and, in the case of
any transfer pursuant to Regulation S, the Euroclear or Clearstream
account, as the case may be) to be credited with such beneficial interest,
and (4) (x) if delivery is to be taken in the form of a beneficial
interest in the Regulation S Book-Entry Certificate, a Regulation S
Transfer Certificate from the transferor or (y) an Investment
Representation Letter from the transferee to the effect that such
transferee is a Qualified Institutional Buyer, if delivery is to be taken
in the form of a beneficial interest in the Rule 144A Book-Entry
Certificate, the Certificate Registrar shall cancel such Definitive
Certificate, execute and deliver a new Definitive Certificate for the
Denomination of the Definitive Certificate not so transferred, registered
in the name of the Holder, and the Certificate Registrar, as custodian of
the Book-Entry Certificates, shall increase the Denomination of the
Regulation S Book-Entry Certificate or the Rule 144A Book-Entry
Certificate, as the case may be, by the Denomination of the Definitive
Certificate to be so transferred, and credit or cause to be credited to
the account of the Person specified in such instructions (who, in the case
of any increase in the Regulation S Book-Entry Certificate during the
Restricted Period, shall be a Depository Participant acting for or on
behalf of Euroclear or Clearstream, or both, as the case may be) a
corresponding Denomination of the Rule 144A Book-Entry Certificate or the
Regulation S Book-Entry Certificate, as the case may be.
It is the intent of the foregoing that under no circumstances may an
Institutional Accredited Investor that is not a Qualified Institutional Buyer
take delivery in the form of a beneficial interest in a Book-Entry Certificate.
(vii) Transfers of Definitive Certificates to Definitive
Certificates. Any and all transfers from a Definitive Certificate to a
transferee wishing to take delivery in the form of a Definitive
Certificate will require the transferee to take delivery subject to the
restrictions on the transfer of such Definitive Certificate described on
the face of such Certificate, and such transferee agrees that it will
transfer such Definitive Certificate only as provided therein and herein.
No such transfer shall be made and the Certificate Registrar shall not
register any such transfer unless such transfer is made in accordance with
procedures substantially consistent with those set forth in Section
5.02(b)(v), provided, however, that any such transfer of a Class S
Certificate shall be made only to a transferee that is a Qualified
Institutional Buyer.
(viii) An exchange of a beneficial interest in a Book-Entry
Certificate for a Definitive Certificate or Certificates, an exchange of a
Definitive Certificate or Certificates for a beneficial interest in the
Book-Entry Certificate and an exchange of a Definitive Certificate or
Certificates for another Definitive Certificate or Certificates (in each
case, whether or not such exchange is made in anticipation of subsequent
transfer, and in the case of the Book-Entry Certificates, so long as the
Book-Entry Certificates remain outstanding and are held by or on behalf of
the Depository), may be made only in accordance with this Section 5.02 and
in accordance with the rules of the Depository and Applicable Procedures.
Any purported or attempted transfer of a Non-Registered Certificate
in violation of the provisions of this Section 5.02(b) shall be null and void ab
initio and shall vest no rights in any purported transferee.
Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C)
(OTHER THAN WITH RESPECT TO A CLASS S CERTIFICATE OR A RESIDUAL
CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, (d) (OTHER THAN WITH RESPECT
TO A CLASS S CERTIFICATE OR A RESIDUAL CERTIFICATE) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT OR (E) (OTHER THAN WITH
RESPECT TO A CLASS S CERTIFICATE OR A RESIDUAL CERTIFICATE) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE
REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST PAGE OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A CLASS S
CERTIFICATE OR A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL
IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A.
(c) With respect to the ERISA Restricted Certificates and the Class
S Certificates, no sale, transfer, pledge or other disposition of any such
Certificate shall be made unless the Certificate Registrar shall have received
either (i) a representation letter from the proposed purchaser or transferee of
such Certificate substantially in the form of Exhibit F attached hereto, to the
effect that such proposed purchaser or transferee is not (a) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA or a plan
subject to Section 4975 of the Code, or a governmental plan (as defined in
Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA)
for which no election has been made under Section 410(d) of the Code subject to
any federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each, a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation
ss. 2510.3-101), other than, except in the case of the Class S Certificates, an
insurance company using the assets of its general account under circumstances
whereby the purchase and holding of such Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of Prohibited Transaction Class Exemption 95-60 or (ii)
if such Certificate, other than a Class S Certificate, which may be held only by
a person not described in (a) or (b) above, is presented for registration in the
name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a non-exempt
"prohibited transaction" within the meaning of ERISA, Section 4975 of the Code
or any Similar Law, and will not subject the Trustee, the Paying Agent, the
Certificate Registrar, the Master Servicer, the Special Servicer, the
Underwriters, the Initial Purchasers or the Depositor to any obligation or
liability (including obligations or liabilities under ERISA, Section 4975 of the
Code or any such Similar Law) in addition to those set forth in the Agreement.
The Certificate Registrar shall not register the sale, transfer, pledge or other
disposition of any ERISA Restricted Certificate or Class S Certificate unless
the Certificate Registrar has received either the representation letter
described in clause (i) above or in the case of an ERISA Restricted Certificate,
the Opinion of Counsel described in clause (ii) above. The costs of any of the
foregoing representation letters or Opinions of Counsel shall not be borne by
any of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Underwriters, the Initial Purchasers, the Certificate
Registrar or the Trust Fund. Each Certificate Owner of an ERISA Restricted
Certificate or Class S Certificate shall be deemed to represent that it is not a
Person specified in clauses (a) or (b) above. Any transfer, sale, pledge or
other disposition of any ERISA Restricted Certificates or Class S Certificates
that would constitute or result in a prohibited transaction under ERISA, Section
4975 of the Code or any Similar Law, or would otherwise violate the provisions
of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to
the extent permitted under applicable law.
So long as any of the Class of Certificates remains outstanding, the
Master Servicer or the Special Servicer, as applicable, will make available, or
cause to be made available, upon request, to any Holder and any Person to whom
any such Certificate of any such Class of Certificates may be offered or sold,
transferred, pledged or otherwise disposed of by such Holder, information with
respect to the Master Servicer, the Special Servicer or the Mortgage Loans
necessary to the provision of an Opinion of Counsel described in this Section
5.02(c).
(i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Paying Agent under
clause (ii) below to deliver payments to a Person other than such Person.
The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(A) (i) No Person holding or acquiring any Ownership Interest
in a Residual Certificate shall be a Disqualified Organization or
agent thereof (including a nominee, middleman or similar person) (an
"Agent"), a Plan or a Person acting on behalf of or investing the
assets of a Plan, including any entity whose underlying assets
include Plan assets by reason of investment in the entity by such
Plan and the application of Department of Labor Regulations ss.
2510.3-101 (such Plan or Person, an "ERISA Prohibited Holder") or a
Non-U.S. Person and (ii) each Person holding or acquiring any
Ownership Interest in a Residual Certificate shall be a Permitted
Transferee and in each case shall promptly notify the Master
Servicer, the Trustee and the Certificate Registrar of any change or
impending change to such status;
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Residual Certificate
shall be registered until the Certificate Registrar receives, an
affidavit substantially in the form attached hereto as Exhibit D-1
(a "Transfer Affidavit") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is a
Permitted Transferee and is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that
it has reviewed the provisions of this Section 5.02(c) and agrees to
be bound by them;
(C) Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee under clause (b) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Person or is not a Permitted Transferee, no
Transfer of an Ownership Interest in a Residual Certificate to such
proposed Transferee shall be effected; and
(D) Each Person holding or acquiring any Ownership Interest in
a Residual Certificate shall agree (1) to require a Transfer
Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Residual
Certificate and (2) not to transfer its Ownership Interest in such
Residual Certificate unless it provides to the Certificate Registrar
a letter substantially in the form attached hereto as Exhibit D-2 (a
"Transferor Letter") certifying that, among other things, it has no
actual knowledge that such prospective Transferee is a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person.
(ii) If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(c), then
the last preceding Holder of such Residual Certificate that was in
compliance with the provisions of this Section 5.02(c) shall be restored,
to the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of such Residual
Certificate. None of the Trustee, the Master Servicer, the Authenticating
Agent and the Certificate Registrar shall be under any liability to any
Person for any registration of Transfer of a Residual Certificate that is
in fact not permitted by this Section 5.02(c) or for making any payments
due on such Certificate to the Holder thereof or for taking any other
action with respect to such Holder under the provisions of this Agreement;
provided, however, that the Certificate Registrar shall be under such
liability for a registration of Transfer of a Residual Certificate if it
has actual knowledge that the proposed Transferee is a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
Person in violation of Section 5.02(c)(i)(C) above or is not a Permitted
Transferee.
(iii) The Paying Agent shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions all
information in its possession and necessary to compute any tax imposed as
a result of the Transfer of an Ownership Interest in a Residual
Certificate to any Person who is a Disqualified Organization or Agent
thereof, including the information described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
inclusions" of such Residual Certificate.
(d) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Applicable Procedures, any Certificate Owner owning a beneficial interest in
a Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Definitive
Certificate shall not be valid unless made at the Registrar Office or at the
office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of 15 days preceding any Distribution Date.
(e) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class A-1,
Class A-2, Class A-3A, Class X-0X, Xxxxx X-0, Class A-1A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class X-1 or
Class X-2 Certificates) or a beneficial interest in a Book-Entry Certificate
representing a Non-Registered Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant jurisdiction, then the Certificate Registrar shall have
the right to void such transfer, if permitted under applicable law, or to
require the investor to sell such Definitive Certificate or beneficial interest
in such Book-Entry Certificate to an Eligible Investor within 14 days after
notice of such determination and each Certificateholder by its acceptance of a
Certificate authorizes the Certificate Registrar to take such action.
(f) The Certificate Registrar shall provide an updated copy of the
Certificate Register to the Trustee, the Paying Agent, the Master Servicer, the
Special Servicer and the Depositor upon written request.
(g) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any transfer or exchange of any Certificate, the
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
(h) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.
Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
shall initially be issued as one or more Certificates registered in the name of
the depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and transfer their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided in Section 5.02(d) above or
subsection (c) below, shall not be entitled to Definitive Certificates in
respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Master Servicer, the Special
Servicer, the Depositor and the Certificate Registrar may for all purposes,
including the making of payments due on the Book-Entry Certificates, deal with
the Depository as the authorized representative of the Certificate Owners with
respect to such Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Paying Agent may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Certificates and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee, the Paying
Agent and the Certificate Registrar in writing that it elects to terminate the
book-entry system through the Depository, the Paying Agent shall notify the
affected Certificate Owners, through the Depository with respect to all, any
Class or any portion of any Class of the Certificates or (iii) the Certificate
Registrar determines that Definitive Certificates are required in accordance
with the provisions of Section 5.03(e), of the occurrence of any such event and
of the availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates by the Depository or any custodian acting on behalf of the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, within 5 Business Days of
such request if made at the Registrar Office, or within 10 Business Days if made
at the office of a transfer agent (other than the Certificate Registrar), the
Definitive Certificates to the Certificate Owners identified in such
instructions. None of the Depositor, the Master Servicer, the Trustee, the
Paying Agent, the Special Servicer, the Authenticating Agent and the Certificate
Registrar shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered Holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.
(d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Certificate Registrar for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the
Master Servicer, on the Trustee's behalf, has been directed to institute any
judicial proceeding in a court to enforce the rights of the Certificateholders
under the Certificates, and the Trustee has been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Trustee
to obtain possession of all or any portion of the Certificates evidenced by
Book-Entry Certificates, the Trustee may in its sole discretion determine that
such Certificates shall no longer be represented by such Book-Entry
Certificates. In such event, the Certificate Registrar will execute, the
Authenticating Agent will authenticate and the Certificate Registrar will
deliver, in exchange for such Book-Entry Certificates, Definitive Certificates
in a Denomination equal to the aggregate Denomination of such Book-Entry
Certificates to the party so requesting such Definitive Certificates. In such
event, the Certificate Registrar shall notify the affected Certificate Owners
and make appropriate arrangements for the effectuation of the purpose of this
clause.
(f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive
Certificate that is a Class S Certificate) wishes at any time to transfer such
Certificate to a Person who wishes to take delivery thereof in the form of a
beneficial interest in the Book-Entry Certificate, such transfer may be effected
only in accordance with Applicable Procedures, Section 5.02(b) and this Section
5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of
(i) the Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), and all required items pursuant to Section
5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar as custodian of the Book-Entry Certificates shall increase the
Denomination of the related Book-Entry Certificate by the Denomination of the
Definitive Certificate to be so transferred, and credit or cause to be credited
to the account of the Person specified in such instructions a corresponding
Denomination of such Book-Entry Certificate.
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
and the Authenticating Agent shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like Percentage Interest. Upon the issuance
of any new Certificate under this Section, the Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
Section 5.05 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Master Servicer,
the Special Servicer, the Paying Agent, the Trustee, the Certificate Registrar
and any agents of any of them may treat the person in whose name such
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, except as and to the extent provided in the definition of
"Certificateholder," and none of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee, the Certificate Registrar and any agent
of any of them shall be affected by notice to the contrary except as provided in
Section 5.02(d).
Section 5.06 Certificate Ownership Certification. To the extent that
under the terms of this Agreement, it is necessary to determine whether any
Person is a Certificate Owner, the Paying Agent shall make such determination
based on a certificate of such Person which shall be addressed to the Paying
Agent and shall specify, in reasonable detail satisfactory to the Paying Agent,
such Person's name and address, the Class and Certificate Balance or Notional
Amount of the Regular Certificate beneficially owned, and any intermediaries
through which such Person's interest in such Regular Certificate is held (any
such certification, other than one which the Paying Agent shall refuse to
recognize pursuant to the following procedures, a "Certificate Ownership
Certification"); provided, however, that the Paying Agent shall not knowingly
recognize such Person as a Certificate Owner if such Person, to the actual
knowledge of a Responsible Officer of such party, acquired its interest in a
Regular Certificate in violation of the transfer restrictions herein, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Paying Agent from the Depository or any Depository
Participant with respect to the identity of a Certificate Owner; provided,
however, that to the extent the Paying Agent is required to obtain such
Certificate Owner information from the Depository or any Depository Participant,
the Paying Agent shall be reimbursed for any cost or expense in obtaining such
information from the Distribution Account. The Paying Agent may conclusively
rely on such Certificate Ownership Certification. The Master Servicer will only
be required to acknowledge the status of any Person as a Certificateholder or
Certificate Owner to the extent that the Paying Agent, at the request of the
Master Servicer, identifies such Person as a Certificateholder or Certificate
Owner.
Section 5.07 Appointment of Paying Agent.
(a) LaSalle Bank National Association is hereby initially appointed
Paying Agent to act on the Trustee's behalf in accordance with the terms of this
Agreement. If the Paying Agent resigns or is terminated, the Trustee shall
appoint a successor Paying Agent which may be the Trustee or an Affiliate
thereof to fulfill the obligations of the Paying Agent hereunder which must be
(i) a corporation, national bank, national banking association or a trust
company, organized and doing business under the laws of any state or the United
States of America, authorized under such laws to exercise corporate trust powers
under this Agreement, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
authority (ii) an institution insured by the Federal Deposit Insurance
Corporation and (iii) an institution whose long-term senior unsecured debt is
rated "Aa3" by Xxxxx'x and "AA" by S&P (or such entity as would not, as
evidenced in writing by such Rating Agency, result in the qualification,
downgrading or withdrawal of any of the ratings then assigned thereby to the
Certificates).
(b) The Paying Agent may rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties.
(c) The Paying Agent, at the expense of the Trust Fund (but only if
such amount constitutes "unanticipated expenses of the REMIC" within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel
and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance therewith.
(d) The Paying Agent shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement.
(e) The Paying Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Paying Agent of its duties or obligations
hereunder.
(f) The Paying Agent shall not be responsible for any act or
omission of the Trustee, the Master Servicer or the Special Servicer or of the
Depositor.
[End of Article V]
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER,
THE SPECIAL SERVICER AND
THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer. The Depositor, the Master Servicer and the Special Servicer
shall be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, the
Master Servicer and the Special Servicer herein.
Section 6.02 Merger, Consolidation or Conversion of the Depositor,
the Master Servicer or the Special Servicer. (a) Subject to subsection (b)
below, the Depositor, the Master Servicer and the Special Servicer each will
keep in full effect its existence, rights and franchises as a corporation under
the laws of the jurisdiction of its incorporation or organization, and each will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
(b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which may be limited to all or substantially
all of its assets related to commercial mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Master Servicer or the Special Servicer shall be a party, or any
Person succeeding to the business of the Depositor, the Master Servicer or the
Special Servicer, shall be the successor of the Depositor, the Master Servicer
and the Special Servicer, as the case may be, hereunder, without the execution
or filing of any paper (other than an assumption agreement wherein the successor
shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer or the Special Servicer, as the case may be, in accordance with the
terms of this Agreement) or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
such merger, consolidation or succession will not result in a withdrawal,
downgrading or qualification of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer, the Special Servicer and Others. (a) None of the Depositor, the Master
Servicer, the Special Servicer and their respective Affiliates or any of the
directors, officers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for
any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, the Special
Servicer and their respective Affiliates or any such Person against any breach
of warranties or representations made herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor, the Master Servicer and the Special
Servicer and their respective Affiliates and any director, officer, member,
manager, employee or agent of the Depositor, the Master Servicer or the Special
Servicer and their respective Affiliates may rely on any document of any kind
which, prima facie, is properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer and their
respective Affiliates and any director, officer, employee or agent of any of the
foregoing shall be indemnified and held harmless by the Trust against any and
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
incurred in connection with any legal action (whether in equity or at law) or
claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the
Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in
connection with any breach of a representation or warranty made by it herein;
(iii) incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties; or (iv) in the case of the Depositor
and any of its directors, officers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law. Each
of the Master Servicer and the Special Servicer may rely, and shall be protected
in acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format) as
contemplated by and in accordance with this Agreement and reasonably believed or
in good faith believed by the Master Servicer or the Special Servicer to be
genuine and to have been signed or presented by the proper party or parties and
each of them may consult with counsel, in which case any written advice of
counsel or Opinion of Counsel shall be full and complete authorization and
protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel.
(b) None of the Depositor, the Master Servicer and the Special
Servicer shall be under any obligation to appear in, prosecute or defend any
legal or administrative action (whether in equity or at law), proceeding,
hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or
liability not recoverable from the Trust Fund; provided, however, that the
Depositor, the Master Servicer or the Special Servicer may in its discretion
undertake any such action, proceeding, hearing or examination that it may deem
necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans and Companion Loans on deposit in the
Certificate Account, as provided by Section 3.05(a).
(c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Paying Agent, the CenterPoint I
Companion Noteholders and the Trust and any director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that any of them
may sustain arising from or as a result of any willful misfeasance, bad faith or
negligence of the Master Servicer or the Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Master Servicer or the Special Servicer, as
the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity
shall not cover indirect or consequential damages. The Trustee, the Paying Agent
or the Depositor, as the case may be, shall immediately notify the Master
Servicer or the Special Servicer, as applicable, if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust
to indemnification hereunder, whereupon the Master Servicer or the Special
Servicer, as the case may be, shall assume the defense of such claim (with
counsel reasonably satisfactory to the Trustee, the Paying Agent or the
Depositor) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Master Servicer or the Special Servicer, as the case may be, shall not
affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Master Servicer's, or the Special
Servicer's, as the case may be, defense of such claim is materially prejudiced
thereby.
(d) Each of the Trustee and the Paying Agent, respectively (and not
jointly and severally) agrees to indemnify the Master Servicer and the Special
Servicer and any director, officer, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misfeasance, bad faith or negligence of the
Trustee or the Paying Agent, respectively, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Paying Agent, respectively, of its duties and obligations
hereunder or by reason of breach of any representations or warranties made
herein; provided, that such indemnity shall not cover indirect or consequential
damages. The Master Servicer or the Special Servicer, as the case may be, shall
immediately notify the Trustee and the Paying Agent, respectively, if a claim is
made by a third party with respect to this Agreement, whereupon the Trustee or
the Paying Agent shall assume the defense of such claim (with counsel reasonably
satisfactory to the Master Servicer or the Special Servicer) and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Trustee or the
Paying Agent shall not affect any rights any of the foregoing Persons may have
to indemnification under this Agreement or otherwise, unless the Trustee's or
the Paying Agent's defense of such claim is materially prejudiced thereby.
(e) The Depositor agrees to indemnify the Master Servicer and the
Special Servicer and any director, officer, employee or agent thereof, and hold
them harmless, from and against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses that any of them may sustain arising from
or as a result of any willful misfeasance, bad faith or negligence of the
Depositor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Depositor of its duties and
obligations hereunder or by reason of breach of any representations or
warranties made herein; provided, that such indemnity shall not cover indirect
or consequential damages. The Master Servicer or the Special Servicer, as the
case may be, shall immediately notify the Depositor if a claim is made by a
third party with respect to this Agreement, whereupon the Depositor shall assume
the defense of such claim (with counsel reasonably satisfactory to the Master
Servicer or the Special Servicer) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Depositor shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor's defense of such claim is materially prejudiced thereby.
(f) The Houston Galleria Master Servicer, the Houston Galleria
Special Servicer, the Depositor, the Houston Galleria Paying Agent and the
Houston Galleria Trustee, and any of their respective directors, officers,
employees or agents (collectively, the "Houston Galleria Indemnified Parties"),
shall be indemnified by the Trust and held harmless against the Trust's pro rata
share (subject to the Houston Galleria Intercreditor Agreement) of any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees and
expenses incurred in connection with any legal action relating to the Houston
Galleria Mortgage Loan under the Houston Galleria Pooling Agreement or this
Agreement (but excluding any such losses allocable to the Houston Galleria
Companion Notes), reasonably requiring the use of counsel or the incurring of
expenses, other than any losses incurred by reason of any Houston Galleria
Indemnified Party's willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of negligent disregard of its obligations
and duties under the Houston Galleria Pooling Agreement or the Houston Galleria
Intercreditor Agreement.
The indemnification provided herein shall survive the termination of
this Agreement and the termination or resignation of the Master Servicer, the
Trustee, the Paying Agent and the Special Servicer.
Section 6.04 Depositor, Master Servicer and Special Servicer Not to
Resign. Subject to the provisions of Section 6.02, neither the Master Servicer
nor the Special Servicer shall resign from their respective obligations and
duties hereby imposed on each of them except upon (a) determination that such
party's duties hereunder are no longer permissible under applicable law or (b)
in the case of the Master Servicer, upon the appointment of, and the acceptance
of such appointment by, a successor Master Servicer and receipt by the Trustee
of written confirmation from each applicable Rating Agency that such resignation
and appointment will not cause such Rating Agency to downgrade, withdraw or
qualify any of the then current ratings assigned by such Rating Agency to any
Class of Certificates or any class of CenterPoint I Companion Loan Securities.
Only the Master Servicer shall be permitted to resign pursuant to clause (b)
above. Any such determination permitting the resignation of the Master Servicer
or the Special Servicer pursuant to clause (a) above shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee and the Directing Certificateholder. No such
resignation by the Master Servicer or the Special Servicer shall become
effective until the Trustee or a successor Master Servicer or successor Special
Servicer, as applicable, shall have assumed the Master Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. Upon any termination or resignation of the Master Servicer
hereunder, the Master Servicer shall have the right and opportunity to appoint
any successor Master Servicer with respect to this Section 6.04, provided that
such successor Master Servicer is approved by the Directing Certificateholder,
such approval not to be unreasonably withheld.
Section 6.05 Rights of the Depositor in Respect of the Master
Servicer and the Special Servicer. The Depositor may, but is not obligated to,
enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Master Servicer and the Special
Servicer hereunder or exercise the rights of the Master Servicer or Special
Servicer, as applicable, hereunder; provided, however, that the Master Servicer
and the Special Servicer shall not be relieved of any of their respective
obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any
action or failure to act by the Master Servicer or the Special Servicer and is
not obligated to supervise the performance of the Master Servicer or the Special
Servicer under this Agreement or otherwise.
Section 6.06 The Master Servicer and the Special Servicer as
Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not the Master Servicer, the Special Servicer or an Affiliate thereof.
Section 6.07 The Directing Certificateholder. The Directing
Certificateholder shall be entitled to advise (1) the Special Servicer with
respect to all Specially Serviced Mortgage Loans, (2) the Special Servicer and
the Master Servicer with respect to Non-Specially Serviced Mortgage Loans as to
which the Master Servicer must obtain the consent or deemed consent of the
Special Servicer, and (3) the Special Servicer with respect to all Mortgage
Loans for which an extension of maturity is being considered by the Special
Servicer or by the Master Servicer subject to consent or deemed consent of the
Special Servicer, and notwithstanding anything herein to the contrary, except as
set forth in, and in any event subject to, Section 3.08(f) and the second and
third paragraphs of this Section 6.07, the Master Servicer or Special Servicer,
as applicable, shall not be permitted to take any of the following actions as to
which the Directing Certificateholder has objected in writing within ten (10)
Business Days of being notified thereof (provided that if such written objection
has not been received by the Master Servicer or the Special Servicer, as
applicable, within such ten (10) Business Day period, then the Directing
Certificateholder will be deemed to have waived its right to object):
(i) any proposed or actual foreclosure upon or comparable conversion
(which may include acquisitions of an REO Property) of the ownership of
properties securing such of the Mortgage Loans as come into and continue
in default;
(ii) any modification, consent to a modification or waiver of a
monetary term or material non-monetary term (including, without
limitation, the timing of payments and acceptance of discounted payoffs
but excluding waiver of Default Interest or late payment charges) of a
Mortgage Loan or any extension of the maturity date of any Mortgage Loan
(provided that with respect to the CenterPoint I Mortgage Loan, any
extension will not be more than three years from the maturity date of such
Mortgage Loan);
(iii) any sale of a Defaulted Mortgage Loan or REO Property (other
than in connection with the termination of the Trust Fund) for less than
the applicable Purchase Price;
(iv) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;
(v) any release of collateral or any acceptance of substitute or
additional collateral for a Mortgage Loan, or any consent to either of the
foregoing, other than required pursuant to the specific terms of the
related Mortgage Loan;
(vi) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
with respect to a Mortgage Loan or any consent to such waiver or consent
to a transfer of the Mortgaged Property or interests in the borrower or
consent to the incurrence of additional debt, other than any such transfer
or incurrence of debt as may be effected without the consent of the lender
under the related loan agreement (provided, that the Directing
Certificateholder's consent will be required in connection with the Trust
entering into any intercreditor agreements or related documents in the
future);
(vii) any property management company changes or franchise changes
with respect to a Mortgage Loan for which the Master Servicer is required
to consent or approve;
(viii) releases of any escrows, reserve accounts or letters of
credit held as performance escrows or reserves, other than those required
pursuant to the specific terms of the Mortgage Loans with no material
lender discretion;
(ix) any acceptance of an assumption agreement releasing a Mortgagor
from liability under a Mortgage Loan other than pursuant to the specific
terms of such Mortgage Loan;
(x) any determination of an Acceptable Insurance Default.
provided that, in the event that the Special Servicer or Master Servicer (in the
event the Master Servicer is otherwise authorized by this Agreement to take such
action), as applicable, determines that immediate action is necessary to protect
the interests of the Certificateholders (as a collective whole), the Special
Servicer or Master Servicer, as applicable may take any such action without
waiting for the Directing Certificateholder's response.
In addition, the Directing Certificateholder, subject to any rights,
if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Loan Pair pursuant to the terms of the related
Intercreditor Agreement may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the
Directing Certificateholder may deem advisable or as to which provision is
otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction, and no objection contemplated by the preceding
paragraph, may require or cause the Special Servicer to violate any provision of
any Mortgage Loan, applicable law, this Agreement or the REMIC Provisions,
including without limitation the Special Servicer's obligation to act in
accordance with the Servicing Standards, or expose the Master Servicer, the
Special Servicer, the Paying Agent, the Trust Fund or the Trustee to liability,
or materially expand the scope of the Special Servicer's responsibilities
hereunder or cause the Special Servicer to act, or fail to act, in a manner
which in the reasonable judgment of the Special Servicer is not in the best
interests of the Certificateholders.
In the event the Special Servicer or Master Servicer, as applicable,
determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder would otherwise cause the Special
Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage
Loan, applicable law, of this Agreement, including without limitation, the
Servicing Standards, the Special Servicer or Master Servicer, as applicable,
shall disregard such refusal to consent or advise and notify the Directing
Certificateholder, the Trustee and the Rating Agencies of its determination,
including a reasonably detailed explanation of the basis therefor.
The Directing Certificateholder shall have no liability to the Trust
Fund or the Certificateholders for any action taken, or for refraining from the
taking of any action, or for errors in judgment; provided, however, that the
Directing Certificateholder shall not be protected against any liability to the
Controlling Class Certificateholder that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder acknowledges and agrees that the Directing
Certificateholder may take actions that favor the interests of one or more
Classes of the Certificates including the Holders of the Controlling Class over
other Classes of the Certificates, and that the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of
some Classes of the Certificates, that the Directing Certificateholder may act
solely in the interests of the Holders of the Controlling Class including the
Holders of the Controlling Class, that the Directing Certificateholder does not
have any duties or liability to the Holders of any Class of Certificates other
than the Controlling Class, that the Directing Certificateholder shall not be
liable to any Certificateholder, by reason of its having acted solely in the
interests of the Holders of the Controlling Class including the Holders of the
Controlling Class, and that the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.
[End of Article VI]
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination. (a) "Event of Default," wherever used herein, means any one of the
following events:
(i) (A) any failure by the Master Servicer to make any deposit
required to be made by the Master Servicer to the Certificate Account on
the day and by the time such deposit is required to be made under the
terms of this Agreement, which failure is not remedied within one Business
Day or (B) any failure by the Master Servicer to deposit into, or remit to
the Paying Agent for deposit into, any Distribution Account any amount
required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or
(ii) any failure by the Special Servicer to deposit into the REO
Account, within one Business Day after such deposit is required to be made
or to remit to the Master Servicer for deposit into the Certificate
Account or to deposit into, or to remit to the Paying Agent for deposit
into, the Lower-Tier Distribution Account any amount required to be so
deposited or remitted by the Special Servicer pursuant to, and at the time
specified by, the terms of this Agreement; or
(iii) any failure on the part of the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues
unremedied for a period of 30 days (or (A) with respect to any year that a
report on Form 10-K is required to be filed, 2 Business Days in the case
of the Master Servicer's or Special Servicer's, as applicable, obligations
contemplated by Article XI, (B) 15 days in the case of the Master
Servicer's failure to make a Servicing Advance or (C) 15 days in the case
of a failure to pay the premium for any insurance policy required to be
maintained hereunder) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given (A) to
the Master Servicer or the Special Servicer, as the case may be, by any
other party hereto, or (B) to the Master Servicer or the Special Servicer,
as the case may be, with a copy to each other party to this Agreement, by
the Holders of Certificates evidencing Percentage Interests aggregating
not less than 25% or, solely as it relates to the servicing of the
CenterPoint I Whole Loan, by the CenterPoint I Companion Noteholders;
provided, however, if such failure is capable of being cured and the
Master Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional 30 days; or
(iv) any breach on the part of the Master Servicer or the Special
Servicer of any representation or warranty contained in Section 3.23 or
Section 3.24, as applicable, which materially and adversely affects the
interests of any Class of Certificateholders or Companion Holders
(excluding a Houston Galleria Companion Noteholder) and which continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by the
Depositor, the Paying Agent or the Trustee, or to the Master Servicer, the
Special Servicer, the Depositor, the Paying Agent and the Trustee by the
Holders of Certificates evidencing Percentage Interests aggregating not
less than 25% or, solely as it relates to the servicing of the CenterPoint
I Whole Loan, by the CenterPoint I Companion Noteholders; provided,
however, if such breach is capable of being cured and the Master Servicer
or Special Servicer, as applicable, is diligently pursuing such cure, such
30-day period will be extended an additional 30 days; or
(v) 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
for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Master Servicer or the Special Servicer and such decree or order shall
have remained in force undischarged, undismissed or unstayed for a period
of 60 days; or
(vi) the Master Servicer or the Special Servicer shall consent to
the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling
of assets and liabilities or similar proceedings of or relating to the
Master Servicer or the Special Servicer or of or relating to all or
substantially all of its property; or
(vii) the Master Servicer or the Special Servicer shall admit in
writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations or take any
corporate action in furtherance of the foregoing; or
(viii) a servicing officer of the Master Servicer or Special
Servicer, as applicable, obtains actual knowledge that Xxxxx'x has (A)
qualified, downgraded or withdrawn its rating or ratings of one or more
Classes of Certificates, or (B) has place one or more Classes of
Certificates on "watch status" in contemplation of a ratings downgrade or
withdrawal (and such "watch status" placement shall not have been
withdrawn by Xxxxx'x within 60 days of the date such servicing officer
obtained such actual knowledge) and, in the case of either of clauses (A)
or (B), cited servicing concerns with the Master Servicer or Special
Servicer, as applicable, as the sole or material factor in such rating
action; or
(ix) the Master Servicer or the Special Servicer is no longer listed
on S&P's Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable,
and is not reinstated to S&P's Select Servicer List within 30 days of such
removal and any of the ratings assigned to the Certificates have been
qualified, downgraded or withdrawn in connection with such a delisting.
(b) If any Event of Default with respect to the Master Servicer or
the Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee or the Depositor may, and at the written direction (of the Directing
Certificateholder) or the Holders of Certificates entitled to at least 51% of
the Voting Rights, the Trustee shall terminate, by notice in writing to the
Defaulting Party, with a copy of such notice to the Depositor, all of the rights
(subject to Section 3.11 and Section 6.03) and obligations of the Defaulting
Party under this Agreement and in and to the Mortgage Loans and the proceeds
thereof (other than as a Certificateholder or Companion Holder, if applicable);
provided, however, that the Defaulting Party shall be entitled to the payment of
accrued and unpaid compensation and reimbursement through the date of such
termination as provided for under this Agreement for services rendered and
expenses incurred. From and after the receipt by the Defaulting Party of such
written notice except as otherwise provided in this Article VII, all authority
and power of the Defaulting Party under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee with respect to a
termination of the Master Servicer and to the Master Servicer with respect to a
termination of the Special Servicer pursuant to and under this Section, and,
without limitation, the Trustee or Master Servicer, as applicable, is hereby
authorized and empowered to execute and deliver, on behalf of and at the expense
of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and Special
Servicer each agree that if it is terminated pursuant to this Section 7.01(b),
it shall promptly (and in any event no later than 20 Business Days subsequent to
its receipt of the notice of termination) provide the Trustee or the Master
Servicer, as applicable, with all documents and records requested by it to
enable it to assume the Master Servicer's or the Special Servicer's, as the case
may be, functions hereunder, and shall cooperate with the Trustee or the Master
Servicer, as applicable, in effecting the termination of the Master Servicer's
or the Special Servicer's, as the case may be, responsibilities and rights
(subject to Section 3.11 and Section 6.03) hereunder, including, without
limitation, the transfer within 5 Business Days to the Trustee or the Master
Servicer, as applicable, for administration by it of all cash amounts which
shall at the time be or should have been credited by the Master Servicer to the
Certificate Account or any Servicing Account (if it is the Defaulting Party) or
by the Special Servicer to the REO Account (if it is the Defaulting Party) or
thereafter be received with respect to the Mortgage Loans or any REO Property
(provided, however, that the Master Servicer and the Special Servicer each
shall, if terminated pursuant to this Section 7.01(b), continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior
to the date of such termination, whether in respect of Advances (in the case of
the Special Servicer or the Master Servicer) or otherwise, and it and its
Affiliates and the directors, managers, officers, members, employees and agents
of it and its Affiliates shall continue to be entitled to the benefits of
Section 3.11 and Section 6.03 notwithstanding any such termination).
(c) If the Master Servicer receives notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(viii)
through (ix) and if the Master Servicer to be terminated pursuant to Section
7.01(b) provides the Trustee with the appropriate "request for proposal"
materials within five (5) Business Days following such termination notice, then
the Master Servicer shall continue to service as Master Servicer hereunder until
a successor Master Servicer is selected in accordance with this Section 7.01(c).
Upon receipt of the "request for proposal" materials, Trustee shall promptly
thereafter (using such "request for proposal" materials provided by the Master
Servicer pursuant to Section 7.01(b)) solicit good faith bids for the rights to
service the Mortgage Loans and Companion Loans under this Agreement from at
least three (3) Persons qualified to act as Master Servicer hereunder in
accordance with Sections 6.02 and 7.02 (any such Person so qualified, a
"Qualified Bidder") or, if three (3) Qualified Bidders cannot be located, then
from as many persons as the Trustee can determine are Qualified Bidders;
provided that, at the Trustee's request, the Master Servicer shall supply the
Trustee with the names of Persons from whom to solicit such bids; and provided,
further, that the Trustee shall not be responsible if less than three (3) or no
Qualified Bidders submit bids for the right to service the Mortgage Loans and
Companion Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer, and to agree to be bound by the
terms hereof, including but not limited to Section 3.11, within 45 days after
the notice of termination of the Master Servicer. The materials provided to the
Trustee shall provide for soliciting bids: (i) on the basis of such successor
Master Servicer retaining all Sub-Servicers to continue the primary servicing of
the Mortgage Loans and Companion Loans pursuant to the terms of the respective
Sub-Servicing Agreements (each, a "Servicing-Retained Bid"); and (ii) on the
basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is
permitted to terminate in accordance with Section 3.22 (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash
Servicing-Released Bid) (the "Successful Bidder") to act as successor Master
Servicer hereunder; provided, however, that if the Trustee does not receive
confirmation in writing by each Rating Agency that the appointment of such
Successful Bidder as successor Master Servicer will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any class of Certificates or CenterPoint I Companion Loan Securities
within 10 days after the selection of such Successful Bidder, then the Trustee
shall repeat the bid process described above (but subject to the above-described
45-day time period) until such confirmation is obtained. The Trustee shall
direct the Successful Bidder to enter into this Agreement as successor Master
Servicer pursuant to the terms hereof no later than 45 days after notice of the
termination of the Master Servicer.
Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.11) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted (i) if the successful
bid was a Servicing-Retained Bid, to the Master Servicer to be terminated
pursuant to Section 7.01(b), the amount of such cash bid received from the
Successful Bidder (net of "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing) and (ii) if the successful bid
was a Servicing-Released Bid, to the Master Servicer and each terminated
Sub-Servicer its respective Bid Allocation.
The Master Servicer to be terminated pursuant to Section 7.01(b)
shall be responsible for all out-of-pocket expenses incurred in connection with
the attempt to sell its rights to service the Mortgage Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the
preceding paragraph.
If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within the above-described time period or no
Successful Bidder was identified within the above-described time period, the
Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the
Trustee for all reasonable "out-of-pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.
Nothwithstanding Section 7.01(b), if any Event of Default on the
part of the Master Servicer shall occur and be continuing that affects the
CenterPoint I Whole Loan or any CenterPoint I Companion Loan Securities, then,
so long as such Event of Default shall not have been remedied, the trustee
appointed under the CenterPoint I Companion Note pooling and servicing agreement
shall be entitled to direct the Trustee, and the Trustee shall be entitled, to
terminate all of the rights and obligations of the Master Servicer and appoint a
replacement master servicer solely with respect to the CenterPoint I Whole Loan.
The replacement master servicer shall be selected by the Majority Controlling
Class Certificateholder and the related Directing Certficateholder, provided
that if such holders are not able to agree on a replacement master servicer
within 30 days following notice of such Event of Default, such replacement
master servicer shall be selected by the Majority Controlling Class
Certificateholder. Any such replacement master servicer under this paragraph
shall meet the eligibility requirements of Section 7.02 and the eligibility
requirements of the CenterPoint I Companion Note pooling and servicing
agreement. Any appointment of a replacement master servicer in accordance with
this paragraph shall be subject to the receipt of a Rating Agency confirmation
with respect to the Certificates and the CenterPoint I Companion Loan
Securities. In addition, if the Trustee appoints a replacement master servicer
solely with respect to the CenterPoint I Whole Loan, the Master Servicer shall
not be liable for any losses incurred due to the actions of such replacement
master servicer.
(d) The Directing Certificateholder (or with respect to the Metro
Corporate Center Whole Loan, the holder of the Metro Center Companion Loan if a
Metro Corporate Center Control Appraisal Period does not exist) shall be
entitled to terminate the rights (subject to Section 3.11 and Section 6.03(d))
and obligations of the Special Servicer under this Agreement, with or without
cause, upon ten (10) Business Days' notice to the Special Servicer, the Master
Servicer, the Paying Agent and the Trustee; such termination to be effective
upon the appointment of a successor Special Servicer meeting the requirements of
this Section 7.01(d). Upon a termination or resignation of such Special
Servicer, the Directing Certificateholder (or with respect to the Metro
Corporate Center Whole Loan, the holder of the Metro Corporate Center Companion
Loan if a Metro Corporate Center Control Appraisal Period does not exist) shall
appoint a successor Special Servicer; provided, however, that (i) such successor
will meet the requirements set forth in Section 7.02 and (ii) as evidenced in
writing by each of the Rating Agencies, the proposed successor of such Special
Servicer will not, in and of itself, result in a downgrading, withdrawal or
qualification of the then-current ratings provided by the Rating Agencies in
respect to any Class of then outstanding Certificates that is rated or, insofar
as there is then outstanding any class of CenterPoint I Companion Loan
Securities that is then rated by such Rating Agency, in a similar event with
respect to such class of CenterPoint I Companion Loan Securities.
(e) No penalty or fee shall be payable to the terminated Special
Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs and expenses of any such termination made without cause shall be paid by
the Holders of the Controlling Class.
Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Master Servicer or the Special Servicer, as the case may be, either
resigns pursuant to Subsection (a) of the first sentence of Section 6.04 or
receives a notice of termination for cause pursuant to Section 7.01(b), and
provided that no acceptable successor has been appointed within the time period
specified in Section 7.01(c), the Trustee shall be the successor to the Master
Servicer and the Master Servicer shall be the successor to the Special Servicer,
until such successor to the Special Servicer is appointed by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects
in its capacity as Master Servicer or Special Servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section
6.03) benefits, responsibilities, duties, liabilities and limitations on
liability relating thereto and that arise thereafter placed on or for the
benefit of the Master Servicer or Special Servicer by the terms and provisions
hereof; provided, however, that any failure to perform such duties or
responsibilities caused by the terminated party's failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a
default by such successor hereunder. The appointment of a successor Master
Servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen prior to its termination as Master Servicer, and the appointment
of a successor Special Servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as
Special Servicer. The Trustee or Master Servicer, as applicable, in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be,
shall not be liable for any of the representations and warranties of the Master
Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master
Servicer or Special Servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee or the
Master Servicer, as applicable, be required to purchase any Mortgage Loan
hereunder solely as a result of its obligations as successor Master Servicer or
Special Servicer, as the case may be. Subject to Section 3.11, as compensation
therefor, the Trustee as successor Master Servicer shall be entitled to the
Servicing Fees and all fees relating to the Mortgage Loans or Companion Loans
which the Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other
benefit from any Permitted Investment pursuant to Section 3.06, and subject to
Section 3.11, the Master Servicer as successor to the Special Servicer shall be
entitled to the Special Servicing Fees to which the Special Servicer would have
been entitled if the Special Servicer had continued to act hereunder. Should the
Trustee or the Master Servicer, as applicable, succeed to the capacity of the
Master Servicer or the Special Servicer, as the case may be, the Trustee or the
Master Servicer, as applicable, shall be afforded the same standard of care and
liability as the Master Servicer or the Special Servicer, as applicable,
hereunder notwithstanding anything in Section 8.01 to the contrary, but only
with respect to actions taken by it in its role as successor Master Servicer or
successor Special Servicer, as the case may be, and not with respect to its role
as Trustee or Master Servicer, as applicable, hereunder. Notwithstanding the
above, the Trustee may, if it shall be unwilling to act as successor to the
Master Servicer, or shall, if it is unable to so act, or if the Trustee is not
approved as a servicer by each Rating Agency, or if the Directing
Certificateholder or the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee, promptly appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution which meets the criteria set forth in Section 6.04
and otherwise herein, as the successor to the Master Servicer or the Special
Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption in writing by
the successor to the Master Servicer or the Special Servicer of all its
responsibilities, duties and liabilities hereunder that arise thereafter and
upon Rating Agency confirmation, and which appointment has been approved by the
Directing Certificateholder, such approval not to be unreasonably withheld.
Pending appointment of a successor to the Master Servicer or the Special
Servicer hereunder, unless the Trustee or the Master Servicer, as applicable,
shall be prohibited by law from so acting, the Trustee or the Master Servicer,
as applicable, shall act in such capacity as herein above provided. In
connection with such appointment and assumption of a successor to the Master
Servicer or Special Servicer as described herein, the Trustee or the Master
Servicer, as applicable, may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation with respect to a successor
Master Servicer or successor Special Servicer, as the case may be, shall be in
excess of that permitted the terminated Master Servicer or Special Servicer, as
the case may be, hereunder. The Trustee, the Master Servicer or the Special
Servicer (whichever is not the terminated party) and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor Master Servicer or
Special Servicer, as applicable.
Section 7.03 Notification to Certificateholders. (a) Upon any
resignation of the Master Servicer or the Special Servicer pursuant to Section
6.04, any termination of the Master Servicer or the Special Servicer pursuant to
Section 7.01 or any appointment of a successor to the Master Servicer or the
Special Servicer pursuant to Section 7.02, the Paying Agent shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.
(b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five (5) days after the Paying Agent
would be deemed to have notice of the occurrence of such an event in accordance
with Section 8.02(vii), the Paying Agent shall transmit by mail to the Depositor
and all Certificateholders (and, if the CenterPoint I Whole Loan is affected,
the CenterPoint I Companion Noteholders) notice of such occurrence, unless such
default shall have been cured.
Section 7.04 Waiver of Events of Default. The Holders of
Certificates representing at least 66(2)/3% of the Voting Rights allocated to
each Class of Certificates affected by any Event of Default hereunder may waive
such Event of Default within 20 days of the receipt of notice from the Paying
Agent of the occurrence of such Event of Default; provided, however, that an
Event of Default under clause (i) of Section 7.01(a) may be waived only by all
of the Certificateholders of the affected Classes. Upon any such waiver of an
Event of Default, such Event of Default shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. Upon any such waiver of an
Event of Default by Certificateholders, the Trustee shall be entitled to recover
all costs and expenses incurred by it in connection with enforcement action
taken with respect to such Event of Default prior to such waiver from the Trust
Fund. No such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.
Section 7.05 Trustee as Maker of Advances. In the event that the
Master Servicer fails to fulfill its obligations hereunder to make any Advances
and such failure remains uncured, the Trustee shall perform such obligations (x)
within five Business Days following such failure by the Master Servicer with
respect to Servicing Advances resulting in an Event of Default under Section
7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has
actual knowledge of such failure with respect to such Servicing Advances and (y)
by noon, New York City time, on the related Distribution Date with respect to
P&I Advances pursuant to the Paying Agent's notice of failure pursuant to
Section 4.03(a) unless such failure has been cured. With respect to any such
Advance made by the Trustee, the Trustee shall succeed to all of the Master
Servicer's rights with respect to Advances hereunder, including, without
limitation, the Master Servicer's rights of reimbursement and interest on each
Advance at the Reimbursement Rate, and rights to determine that a proposed
Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused
by such Master Servicer's default in its obligations hereunder); provided,
however, that if Advances made by the Trustee and the Master Servicer shall at
any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon
hereunder shall be applied entirely to the Advances outstanding to the Trustee,
until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such
Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.
[End of Article VII]
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE PAYING AGENT
Section 8.01 Duties of the Trustee and the Paying Agent. (a) The
Trustee and the Paying Agent, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs. Any permissive right of the Trustee and the Paying Agent
contained in this Agreement shall not be construed as a duty.
(b) The Trustee or the Paying Agent, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee or the Paying Agent which are
specifically required to be furnished pursuant to any provision of this
Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II), shall examine them to determine whether
they conform to the requirements of this Agreement. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner,
the Trustee or the Paying Agent shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Paying Agent shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer or another Person, and
accepted by the Trustee or the Paying Agent in good faith, pursuant to this
Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee or the Paying Agent from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct or bad faith; provided,
however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;
(ii) Neither the Trustee nor the Paying Agent shall be liable for an
error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee or the Paying Agent, respectively,
unless it shall be proved that the Trustee or the Paying Agent,
respectively, was negligent in ascertaining the pertinent facts; and
(iii) The Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Holders of Certificates entitled to at least 25% of
the Voting Rights relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement (unless a
higher percentage of Voting Rights is required for such action).
(d) The Paying Agent shall promptly make available via its internet
website to the Companion Holders all reports that the Paying Agent has made
available to Certificateholders under this Agreement to the extent such reports
relate to the related Companion Loan.
Section 8.02 Certain Matters Affecting the Trustee and the Paying
Agent. Except as otherwise provided in Section 8.01:
(i) The Trustee and the Paying Agent may rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee and the Paying Agent may consult with counsel and
the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance
therewith;
(iii) Neither the Trustee nor the Paying Agent shall be under any
obligation to exercise any of the trusts or powers vested in it by this
Agreement or to make any investigation of matters arising hereunder or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee or the Paying
Agent, as applicable, reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; neither
the Trustee nor the Paying Agent shall be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default
which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;
(iv) Neither the Trustee nor the Paying Agent shall be liable for
any action reasonably taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, neither
the Trustee nor the Paying Agent shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to
do so by Holders of Certificates entitled to at least 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time to
the Trustee or the Paying Agent of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Paying Agent, respectively, not reasonably
assured to the Trustee or the Paying Agent by the security afforded to it
by the terms of this Agreement, the Trustee or the Paying Agent,
respectively, may require reasonable indemnity from such requesting
Holders against such expense or liability as a condition to taking any
such action. The reasonable expense of every such reasonable examination
shall be paid by the requesting Holders;
(vi) The Trustee or the Paying Agent may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or by
or through agents or attorneys; provided, however, that the appointment of
such agents or attorneys shall not relieve the Trustee or the Paying Agent
of its duties or obligations hereunder;
(vii) For all purposes under this Agreement, the Trustee shall not
be deemed to have notice of any Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the
Trustee at the Corporate Trust Office, and such notice references the
Certificates or this Agreement; and
(viii) Neither the Trustee nor the Paying Agent shall be responsible
for any act or omission of the Master Servicer or the Special Servicer
(unless the Trustee is acting as Master Servicer or Special Servicer, as
the case may be in which case the Trustee shall only be responsible for
its own actions as Master Servicer or Special Servicer) or of the
Depositor.
Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans. The recitals contained herein and
in the Certificates, other than the acknowledgments of the Trustee or the Paying
Agent in Sections 2.02 and 2.05 and the signature, if any, of the Certificate
Registrar and Authenticating Agent set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Master Servicer or the
Special Servicer, as the case may be, and the Trustee or the Paying Agent assume
no responsibility for their correctness. Neither the Trustee nor the Paying
Agent makes any representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature, if any, of the
Trustee or the Paying Agent set forth thereon) or of any Mortgage Loan or
related document. Neither the Trustee nor the Paying Agent shall be accountable
for the use or application by the Depositor of any of the Certificates issued to
it or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor in respect of the assignment of the Mortgage Loans
to the Trust Fund, or any funds deposited in or withdrawn from the Certificate
Account or any other account by or on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Paying Agent
(unless the Trustee is acting as Paying Agent). The Trustee and the Paying Agent
shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and
accepted by the Trustee or the Paying Agent, in good faith, pursuant to this
Agreement. Section 8.04 Trustee or Paying Agent May Own Certificates. The
Trustee or the Paying Agent each in its individual capacity, not as Trustee or
the Paying Agent, may become the owner or pledgee of Certificates, and may deal
with the Depositor, the Master Servicer, the Special Servicer, the Initial
Purchasers and the Underwriters in banking transactions, with the same rights it
would have if it were not Trustee or Paying Agent.
Section 8.04 Trustee or Paying Agent May Own Certificates. The
Trustee or the Paying Agent each in its individual capacity, not as Trustee or
the Paying Agent, may become the owner or pledgee of Certificates, and may deal
with the Depositor, the Master Servicer, the Special Servicer, the Initial
Purchasers and the Underwriters in banking transactions, with the same rights it
would have if it were not Trustee or Paying Agent.
Section 8.05 Fees and Expenses of Trustee and Paying Agent;
Indemnification of Trustee and Paying Agent. (a) As compensation for the
performance of their respective duties hereunder, the Trustee will be paid the
Trustee Fee equal to the Trustee's portion of one month's interest at the
Trustee Fee Rate, which shall cover recurring and otherwise reasonably
anticipated expenses of the Trustee. The Trustee Fee shall be paid monthly on a
Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the
Trustee Fee shall accrue from time to time at the Trustee's portion of the
Trustee Fee Rate and shall be computed on the basis of the Stated Principal
Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day
months. The Trustee Fee (which shall not be limited to any provision of law in
regard to the compensation of a trustee of an express trust) shall constitute
the Trustee's sole form of compensation for all services rendered by it in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties of the Trustee hereunder. No Trustee Fee shall be
payable with respect to the Companion Loans.
(b) The Trustee, the Paying Agent (in each case, including in its
individual capacity) and any director, officer, employee or agent of the Trustee
and the Paying Agent, respectively, shall be entitled to be indemnified and held
harmless by the Trust Fund (to the extent of amounts on deposit in the
Certificate Account or Lower-Tier Distribution Account from time to time)
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
Master Servicer or successor Special Servicer, to the extent not otherwise paid
hereunder) arising out of, or incurred in connection with, any act or omission
of the Trustee or the Paying Agent, respectively, relating to the exercise and
performance of any of the powers and duties of the Trustee or the Paying Agent,
respectively, hereunder; provided, however, that none of the Trustee, the Paying
Agent nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Paying Agent, respectively, in the normal course of the Trustee or the
Paying Agent, respectively, performing its duties in accordance with any of the
provisions hereof, which are not "unanticipated expenses of the REMIC" within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any
expense or liability specifically required to be borne thereby pursuant to the
terms hereof or (iv) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the Trustee's
or the Paying Agent's, respectively, obligations and duties hereunder, or by
reason of negligent disregard of such obligations or duties, or as may arise
from a breach of any representation, warranty or covenant of the Trustee or the
Paying Agent, respectively, made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal
of the Trustee or the Paying Agent, respectively, and appointment of a successor
thereto. The foregoing indemnity shall also apply to the Paying Agent in its
capacities of Certificate Registrar and Authenticating Agent.
Section 8.06 Eligibility Requirements for Trustee and the Paying
Agent. The Trustee and the Paying Agent hereunder shall at all times be, and
will be required to resign if it fails to be, (i) a corporation, national bank,
national banking association or a trust company, organized and doing business
under the laws of any state or the United States of America, authorized under
such laws to exercise corporate trust powers and to accept the trust conferred
under this Agreement, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
authority and shall not be an Affiliate of the Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become
successor to, the Master Servicer or the Special Servicer, as the case may be,
pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit
Insurance Corporation and (iii) with respect to the Trustee only, an institution
whose long-term senior unsecured debt is rated "AA-" by Fitch and S&P and "Aa3"
by Xxxxx'x, (or such entity as would not, as evidenced in writing by such Rating
Agency, result in the qualification, downgrading or withdrawal of any of the
ratings then assigned thereby to the Certificates or any class of CenterPoint I
Companion Loan Securities); provided that the Trustee shall not cease to be
eligible to serve as such based on a failure to satisfy such rating requirements
so long as the Trustee maintains a long-term unsecured debt rating of no less
than "BBB" from each of S&P and Fitch and "Baa2" from Xxxxx'x (or such rating as
would not, as evidenced in writing by such Rating Agency, result in a
qualification, downgrading or withdrawal of any of the ratings assigned to the
Certificates or any class of CenterPoint I Companion Loan Securities).
If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Paying Agent
administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the
Trustee's office is located is in a state or local jurisdiction that imposes a
tax on the Trust Fund on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions), the Paying Agent or
the Trustee, as applicable shall elect either to (i) resign immediately in the
manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier
REMIC from a state and local jurisdiction that does not impose such a tax.
Section 8.07 Resignation and Removal of the Trustee and Paying
Agent. (a) The Trustee and/or the Paying Agent may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor, the Master Servicer and the Special Servicer and the Trustee or
the Paying Agent, as applicable, and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee or paying agent acceptable to the Master Servicer and the Directing
Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Paying Agent and to the successor trustee
or paying agent. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Trustee or Paying
Agent, as applicable, by the Depositor. If no successor trustee or paying agent
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee or Paying Agent
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.
(b) If at any time the Trustee or Paying Agent shall cease to be
eligible in accordance with the provisions of Section 8.06 (and in the case of
the Paying Agent, Section 5.07) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee
or Paying Agent shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or the Paying Agent or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or Paying Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent
(if different than the Trustee) shall fail (other than by reason of the failure
of either the Master Servicer or the Special Servicer to timely perform its
obligations hereunder or as a result of other circumstances beyond the Trustee's
or Paying Agent's, as applicable, reasonable control), to timely publish any
report to be delivered, published or otherwise made available by the Trustee or
Paying Agent pursuant to Section 4.02 and such failure shall continue unremedied
for a period of five days, or if the Trustee or Paying Agent fails to make
distributions required pursuant to Sections 3.05(c), 4.01 or 9.01, then the
Depositor may remove the Trustee or Paying Agent, as applicable, and appoint a
successor trustee or paying agent acceptable to the Master Servicer or paying
agent acceptable to the Trustee or Paying Agent, as applicable, by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or
Paying Agent so removed and to the successor trustee or paying agent in the case
of the removal of the Trustee or Paying Agent. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer and the
Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or Paying Agent and appoint a
successor trustee or paying agent by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer,
one complete set to the Trustee or Paying Agent so removed and one complete set
to the successor so appointed. A copy of such instrument shall be delivered to
the Depositor, the Special Servicer and the remaining Certificateholders by the
Master Servicer.
(d) Any resignation or removal of the Trustee or Paying Agent and
appointment of a successor Trustee or Paying Agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor Trustee or Paying Agent as provided in Section
8.08.
Upon any succession of the Trustee or Paying Agent under this
Agreement, the predecessor Trustee or Paying Agent shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for
under this Agreement for services rendered and expenses incurred (including
without limitation, unreimbursed Advances). No Trustee or Paying Agent shall be
personally liable for any action or omission of any successor Trustee or Paying
Agent.
Section 8.08 Successor Trustee or Paying Agent. (a) Any successor
Trustee or Paying Agent appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, the Master Servicer, the Special
Servicer and to its predecessor Trustee or Paying Agent an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Paying Agent shall become effective and such successor
Trustee or Paying Agent without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee or
Paying Agent herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by a
Custodian, which Custodian, at Custodian's option shall become the agent of the
successor Trustee), and the Depositor, the Master Servicer, the Special Servicer
and the predecessor Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required to more fully and certainly vest
and confirm in the successor Trustee all such rights, powers, duties and
obligations, and to enable the successor Trustee to perform its obligations
hereunder.
(b) No successor trustee or successor paying agent shall, as
applicable, accept appointment as provided in this Section 8.08 unless at the
time of such acceptance such successor trustee or successor paying agent, as
applicable, shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee or
successor paying agent as provided in this Section 8.08, the Master Servicer
shall mail notice of the succession of such trustee or paying agent, as
applicable, to the Depositor and the Certificateholders. If the Master Servicer
fails to mail such notice within 10 days after acceptance of appointment by the
successor trustee or successor paying agent, as applicable, such successor
trustee or successor paying agent shall cause such notice to be mailed at the
expense of the Master Servicer.
Section 8.09 Merger or Consolidation of Trustee or Paying Agent. Any
Person into which the Trustee or the Paying Agent may be merged or converted or
with which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee or the Paying Agent shall be a
party, or any Person succeeding to all or substantially all of the corporate
trust business of the Trustee or the Paying Agent shall be the successor of the
Trustee or the Paying Agent, as applicable, hereunder; provided, that, in the
case of the Trustee, such successor Person shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee or the Paying Agent, as applicable, will
provide notice of such event to the Master Servicer, the Special Servicer, the
Depositor and the Rating Agencies.
Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees
shall be payable out of the Trust Fund.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
Section 8.11 Appointment of Custodians. The Trustee may, with the
consent of the Master Servicer, appoint one or more Custodians to hold all or a
portion of the Mortgage Files as agent for the Trustee. Each Custodian shall be
a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File
and shall not be the Depositor or any Affiliate of the Depositor. Each Custodian
shall be subject to the same obligations and standard of care as would be
imposed on the Trustee hereunder in connection with the retention of Mortgage
Files directly by the Trustee. The appointment of one or more Custodians shall
not relieve the Trustee from any of its obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of any Custodian. Any
Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such
capacity in commercial mortgage loan securitization transactions.
Section 8.12 Access to Certain Information. (a) On or prior to the
date of the first sale of any Non-Registered Certificate to an Independent third
party, the Depositor shall provide to the Paying Agent and the Trustee three
copies of any private placement memorandum or other disclosure document used by
the Depositor or its Affiliate in connection with the offer and sale of the
Class of Certificates to which such Non-Registered Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee and the Paying Agent, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Paying Agent and the Trustee a
copy of the private placement memorandum or disclosure document, as revised,
amended or supplemented. The Paying Agent (or with respect to item (ii)(j)
below, the Trustee) shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance notice, make
available during normal business hours for review by any Holder of a
Certificate, the Depositor, the Master Servicer, the Special Servicer, any
Rating Agency or any other Person to whom the Paying Agent (or the Trustee, if
applicable) believes such disclosure is appropriate, originals or copies of the
following items: (i) in the case of a Holder or prospective transferee of a
Non-Registered Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Non-Registered
Certificate belongs, in the form most recently provided to the Paying Agent and
(ii) in all cases (in the case of clause (ii) also to the CenterPoint I
Companion Noteholders with respect to the CenterPoint I Whole Loan and any
Rating Agency rating the CenterPoint I Companion Loan Securities) (a) this
Agreement and any amendments hereto entered into pursuant to Section 12.01, (b)
all statements required to be delivered to Certificateholders of the relevant
Class pursuant to Section 4.02 since the Closing Date, (c) all Officer's
Certificates delivered to the Paying Agent and the Trustee since the Closing
Date pursuant to Section 3.13, (d) all accountants' reports delivered to the
Trustee and the Paying Agent since the Closing Date pursuant to Section 3.14,
(e) any inspection report prepared by the Master Servicer, Sub-Servicer or
Special Servicer, as applicable, and delivered to the Trustee and the Paying
Agent and Master Servicer in respect of each Mortgaged Property pursuant to
Section 3.12(a), (f) as to each Mortgage Loan and Companion Loan pursuant to
which the related Mortgagor is required to deliver such items or the Special
Servicer has otherwise acquired such items, the most recent annual operating
statement and rent roll of the related Mortgaged Property and financial
statements of the related Mortgagor and any other reports of the Mortgagor
collected by the Master Servicer, Sub-Servicer or Special Servicer, as
applicable, and delivered to the Paying Agent pursuant to Section 3.12(c),
together with the accompanying written reports to be prepared by the Special
Servicer and delivered to the Paying Agent pursuant to Section 3.12(b), (g) any
and all notices, reports and Environmental Assessments delivered to the Paying
Agent with respect to any Mortgaged Property securing a Defaulted Mortgage Loan
and Companion Loan as to which the environmental testing contemplated by Section
3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof was not satisfied (but only for so long as such
Mortgaged Property or the related Mortgage Loan are part of the Trust Fund), (h)
any and all modifications, waivers and amendments of the terms of a Mortgage
Loan and Companion Loan entered into by the Master Servicer or the Special
Servicer and delivered to the Paying Agent pursuant to Section 3.20 (but only
for so long as the affected Mortgage Loan and Companion Loan is part of the
Trust Fund), (i) any and all Officer's Certificates delivered to the Paying
Agent to support the Master Servicer's determination that any P&I Advance or
Servicing Advance was or, if made, would be a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be, (j) any and all of the
Mortgage Loan and Companion Loan documents contained in the Mortgage File, (k)
any and all Appraisals obtained pursuant to the definition of "Appraisal
Reduction" herein, (l) information regarding the occurrence of Servicing
Transfer Events as to the Mortgage Loans and (m) any and all Sub-Servicing
Agreements and any amendments thereto and modifications thereof. Copies of any
and all of the foregoing items will be available from the Paying Agent upon
request; provided, however, that the Paying Agent (or the Trustee, if
applicable) shall be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing such copies, except in the case
of copies provided to the Directing Certificateholder or the Rating Agencies,
which shall be free of charge (except for extraordinary or duplicate requests).
In addition, without limiting the generality of the foregoing, any Class J,
Class K, Class L, Class M, Class N, Class P and Class NR Certificateholder may
upon request from the Paying Agent obtain a copy of any factual report (other
than the Asset Status Report) delivered to the Rating Agencies under this
Agreement.
(b) The Paying Agent shall make available to certain financial
market publishers, which initially shall be Bloomberg, L.P., Xxxxx, LLC and
Intex Solutions LLC on a monthly basis, all CMSA reports and any other reports
required to be delivered by the Paying Agent pursuant to Article IV hereof. If
any such information is provided on or before June 7, 2006, the Paying Agent
shall make the Prospectus available to Bloomberg, L.P., Xxxxx, LLC and Intex
Solutions, Inc.
(c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Paying Agent shall, in accordance with such reasonable rules and procedures as
each may adopt (which may include the requirement that an agreement that
provides that such information shall be used solely for purposes of evaluating
the investment characteristics of the Certificates be executed), also provide
the reports available to Certificateholders pursuant to Section 4.02, as well as
certain additional information received by the Paying Agent, to any
Certificateholder, the Underwriters, the Placement Agents, any Certificate Owner
or any prospective investor identified as such by a Certificate Owner or
Underwriter, that requests such reports or information; provided that the Paying
Agent, as the case may be, shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of
such reports or information.
(d) With respect to any information furnished by the Paying Agent
pursuant to this Section 8.12, the Paying Agent shall be entitled to indicate
the source of such information and the Paying Agent may affix thereto any
disclaimer it deems appropriate in its discretion. The Paying Agent shall notify
Certificateholders of the availability of any such information in any manner as
it, in its sole discretion, may determine. In connection with providing access
to or copies of the items described in the preceding paragraph, the Paying Agent
may require (a) in the case of Certificate Owners, a confirmation executed by
the requesting Person substantially in form and substance reasonably acceptable
to the Paying Agent, as applicable, generally to the effect that such Person is
a beneficial holder of Certificates, is requesting the information solely for
use in evaluating such Person's investment in the Certificates and will
otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest
therein, is requesting the information solely for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. The Paying Agent shall not be liable for the dissemination of
information in accordance with this Agreement.
Section 8.13 Representations and Warranties of the Trustee. (a) The
Trustee hereby represents and warrants to the Depositor, the Master Servicer,
the Paying Agent and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:
(i) The Trustee is a national banking association duly organized
under the laws of the United States, duly organized, validly existing and
in good standing under the laws thereof;
(ii) The execution and delivery of this Agreement by the Trustee,
and the performance and compliance with the terms of this Agreement by the
Trustee, will not violate the Trustee's charter and by-laws or constitute
a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is
applicable to it or any of its assets;
(iii) The Trustee has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and the rights of creditors of
national banking associations specifically and (b) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) The Trustee is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Trustee's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Trustee to perform its obligations under this Agreement or the
financial condition of the Trustee;
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the Trustee
from entering into this Agreement or, in the Trustee's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of the Trustee to perform its obligations under this Agreement
or the financial condition of the Trustee; and
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual
performance by the Trustee of its obligations under this Agreement, and
which, if not obtained would not have a materially adverse effect on the
ability of the Trustee to perform its obligations hereunder.
Section 8.14 Representations and Warranties of the Paying Agent.
(a) The Paying Agent hereby represents and warrants to the
Depositor, the Master Servicer and the Special Servicer, the Trustee and for the
benefit of the Certificateholders, as of the Closing Date, that:
(i) The Paying Agent is a national banking association duly
organized under the laws of the United States, duly organized, validly
existing and in good standing under the laws thereof;
(ii) The execution and delivery of this Agreement by the Paying
Agent, and the performance and compliance with the terms of this Agreement
by the Paying Agent, will not violate the Paying Agent's charter and
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets;
(iii) The Paying Agent has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Paying Agent, enforceable against the Paying
Agent in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and the rights of
creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;
(v) The Paying Agent is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Paying Agent's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Paying Agent to perform its obligations under this
Agreement or the financial condition of the Paying Agent;
(vi) No litigation is pending or, to the best of the Paying Agent's
knowledge, threatened against the Paying Agent which would prohibit the
Paying Agent from entering into this Agreement or, in the Paying Agent's
good faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Paying Agent to perform its obligations
under this Agreement or the financial condition of the Paying Agent; and
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Paying Agent, or compliance by the Paying Agent with,
this Agreement or the consummation of the transactions contemplated by
this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual
performance by the Paying Agent of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on
the ability of the Paying Agent to perform its obligations hereunder.
[End of Article VIII]
ARTICLE IX
TERMINATION
Section 9.01 Termination upon Repurchase or Liquidation of All
Mortgage Loans. Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Paying Agent, the
Depositor, the Master Servicer, the Special Servicer and the Trustee (other than
the obligations of the Paying Agent to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by the
Paying Agent and required hereunder to be so paid on the Distribution Date
following the earlier to occur of (i) the final payment (or related Advance) or
other liquidation of the last Mortgage Loan or REO Property subject thereto or
(ii) the purchase or other liquidation by the Holders of the majority of the
Controlling Class, the Special Servicer, the Master Servicer or the Holders of
the Class LR Certificates, in that order of priority, of all the Mortgage Loans
and the Trust Fund's portion of each REO Property remaining in the Trust Fund at
a price equal to (a) the sum of (1) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the
Appraised Value of the Trust Fund's portion of each REO Property, if any,
included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by
an Independent MAI-designated appraiser selected and mutually agreed upon by the
Master Servicer and the Trustee, and approved by more than 50% of the Voting
Rights of the Classes of Certificates then outstanding (other than the
Controlling Class unless the Controlling Class is the only Class of Certificates
then outstanding)) (which approval shall be deemed given unless more than 50% of
such Certificateholders object within 20 days of receipt of notice thereof) and
(3) the reasonable out-of-pocket expenses of the Master Servicer with respect to
such termination, unless the Master Servicer is the purchaser of such Mortgage
Loans, minus (b) solely in the case where the Master Servicer is effecting such
purchase, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Master Servicer in respect of such Advances
in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees,
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Master Servicer in connection with such purchase) and (iii)
exchange by the Sole Certificateholder pursuant to the terms of the immediately
succeeding paragraph, the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.
Following the date on which the Offered Certificates retire, the
Sole Certificateholder shall have the right to exchange all of its Certificates
(other than the Class S and the Residual Certificates) for all of the Mortgage
Loans and the Trust Fund's portion of each REO Property remaining in the Trust
Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than 60 days prior
to the anticipated date of exchange. In the event that the Sole
Certificateholder elects to exchange all of its Certificates (other than the
Class S and the Residual Certificates) for all of the Mortgage Loans and the
Trust Fund's portion of each REO Property remaining in the Trust in accordance
with the preceding sentence, such Sole Certificateholder, not later than the
Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in the Certificate Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent hereunder
through the date of the liquidation of the Trust Fund that may be withdrawn from
the Certificate Account, or an escrow account acceptable to the respective
parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the
Distribution Account pursuant to Section 3.05(a), but only to the extent that
such amounts are not already on deposit in the Certificate Account. In addition,
the Master Servicer shall transfer all amounts required to be transferred to the
Lower-Tier Distribution Account on the P&I Advance Date related to such
Distribution Date in which the final distribution on the Certificates is to
occur from the Certificate Account pursuant to the first paragraph of Section
3.04(b) (provided, however, that if the Loan Pair is secured by REO Property,
the Trust Fund's portion of the REO Property which is being purchased pursuant
to the foregoing, the portion of the above-described purchase price allocable to
such Trust Fund's portion of REO Property shall initially be deposited into the
related REO Account). Upon confirmation that such final deposits have been made
and following the surrender of all its Certificates (other than the Class S and
the Residual Certificates) on the final Distribution Date, the Trustee shall,
upon receipt of a Request for Release from the Master Servicer, release or cause
to be released to the Sole Certificateholder or any designee thereof, the
Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Sole
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund, and the Trust Fund shall
be liquidated in accordance with Section 9.02. Such transfers shall be subject
to any rights of any Sub-Servicers to service or perform select servicing
functions with respect to the Mortgage Loans. Solely for federal income tax
purposes, the Sole Certificateholder shall be deemed to have purchased the
assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate
Balance of its Certificates (other than the Class S, Class X and the Residual
Certificates), plus accrued, unpaid interest with respect thereto, and the
Trustee shall credit such amounts against amounts distributable in respect of
such Certificates and Related Uncertificated Lower-Tier Interests.
The obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent and the Companion Paying Agent shall terminate with respect to any
Companion Loan to the extent (i) its related AB Mortgage Loan has been paid in
full or is no longer part of the Trust Fund and (ii) no amounts payable by the
related Companion Holder to or for the benefit of the Trust or any party hereto
in accordance with the related Intercreditor Agreement remain due and owing.
The Holders of the majority of the Controlling Class, the Special
Servicer, the Master Servicer or the Holders of the Class LR Certificates, in
that order of priority, may, at their option, elect to purchase all of the
Mortgage Loans (and all property acquired through exercise of remedies in
respect of any Mortgage Loan) and the Trust Fund's portion of each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the Trustee, the Paying Agent and the
other parties hereto no later than 60 days prior to the anticipated date of
purchase; provided, however, that the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates may
so elect to purchase all of the Mortgage Loans and the Trust Fund's portion of
each REO Property remaining in the Trust Fund only on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and the Trust Fund's portion of any REO Loans remaining in the
Trust Fund is less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Loans set forth in the Preliminary Statement. In the event that the
Master Servicer, the Special Servicer, the Holders of the Controlling Class or
the Holders of the Class LR Certificates purchases all of the Mortgage Loans and
the Trust Fund's portion of each REO Property remaining in the Trust Fund in
accordance with the preceding sentence, the Master Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class LR
Certificates, as applicable, shall deposit in the Lower-Tier Distribution
Account not later than the P&I Advance Date relating to the Distribution Date on
which the final distribution on the Certificates is to occur, an amount in
immediately available funds equal to the above-described purchase price
(exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Certificate Account). In addition, the Master Servicer shall transfer to
the Lower-Tier Distribution Account all amounts required to be transferred
thereto on such P&I Advance Date from the Certificate Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Certificate Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits and payments have been made, the
Trustee shall release or cause to be released to the Master Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates, as applicable, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates, as
applicable, as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties remaining in the Trust Fund.
For purposes of this Section 9.01, the Holders of the majority of
the Controlling Class shall have the first option to terminate the Trust Fund,
then the Special Servicer, then the Master Servicer, and then the Holders of the
Class LR Certificates. For purposes of this Section 9.01, the Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.
Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Paying Agent by letter to the Certificateholders, each
Rating Agency and the CenterPoint I Companion Noteholders and, if not previously
notified pursuant to this Section 9.01, to the other parties hereto mailed (a)
in the event such notice is given in connection with the purchase of all of the
Mortgage Loans and each REO Property remaining in the Trust Fund, not earlier
than the 15th day and not later than the 25th day of the month next preceding
the month of the final distribution on the Certificates, or (b) otherwise during
the month of such final distribution on or before the P&I Advance Determination
Date in such month, in each case specifying (i) the Distribution Date upon which
the Trust Fund will terminate and final payment of the Certificates will be
made, (ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the offices of
the Certificate Registrar or such other location therein designated.
After transferring the Lower-Tier Distribution Amount and the amount
of any Yield Maintenance Charges distributable pursuant to Section 4.01(d) to
the Upper-Tier Distribution Account pursuant to Section 3.04(b), and upon
presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Paying Agent shall distribute to each
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered and to the Holders of the
Class S Certificates any amounts remaining on deposit in the Excess Interest
Distribution Account. Amounts transferred from the Lower-Tier Distribution
Account to the Upper-Tier Distribution Account as of the final Distribution Date
(exclusive of any portion of such amounts payable or reimbursable to any Person
pursuant to clause (ii) of Section 3.05(e)) shall be allocated for these
purposes, in the amounts and in accordance with the priority set forth in
Sections 4.01(b), 4.01(d) and 4.01(e) and shall be distributed in termination
and liquidation of the Uncertificated Lower-Tier Interests and the Class LR
Certificates in accordance with Sections 4.01(b), 4.01(d) and 4.01(e). Any funds
not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of the Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(g).
Section 9.02 Additional Termination Requirements. (a) In the event
the Master Servicer, the Special Servicer, the Holders of the Controlling Class
or the Holders of the Class LR Certificates purchases all of the Mortgage Loans
and the Trust Fund's portion of each REO Property remaining in the Trust Fund as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements, which meet the definition of a "qualified
liquidation" in Section 860F(a)(4) of the Code:
(i) the Paying Agent shall specify the date of adoption of the plan
of complete liquidation (which shall be the date of mailing of the notice
specified in Section 9.01) in a statement attached to each of the
Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
Treasury Regulations Section 1.860F-1;
(ii) during the 90-day liquidation period and at or prior to the
time of the making of the final payment on the Certificates, the Paying
Agent on behalf of the Trustee shall sell all of the assets of the Trust
Fund to the Master Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates, as
applicable, for cash; and
(iii) within such 90 day liquidation period and immediately
following the making of the final payment on the Uncertificated Lower-Tier
Interests and the Certificates, the Paying Agent shall distribute or
credit, or cause to be distributed or credited, to the Holders of the
Class LR Certificates (in the case of the Lower-Tier REMIC) and the Class
R Certificates (in the case of the Upper-Tier REMIC) all cash on hand
(other than cash retained to meet claims), and the Trust Fund and each of
the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate at that
time.
[End of Article IX]
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC Administration. (a) The Paying Agent shall make
elections or cause elections to be made to treat each of the Lower-Tier REMIC
and the Upper-Tier REMIC as a REMIC under the Code and, if necessary, under
Applicable State and Local Tax Law. Each such election will be made on Form 1066
or other appropriate federal tax return for the taxable year ending on the last
day of the calendar year in which the Uncertificated Lower-Tier Interests and
the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates shall be
designated as the "regular interests" and the Class R Certificates shall be
designated as the sole class of "residual interests" in the Upper-Tier REMIC.
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each
Class of Uncertificated Lower-Tier Interests shall be designated as the "regular
interests" and the Class LR Certificates shall be designated as the sole class
of "residual interests" in the Lower-Tier REMIC. None of the Special Servicer,
the Master Servicer nor the Trustee shall permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in the Lower-Tier REMIC or the
Upper-Tier REMIC other than the foregoing interests.
(b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code.
(c) The Paying Agent shall act on behalf of each REMIC in relation
to any tax matter or controversy involving any REMIC and shall represent each
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Paying Agent shall be entitled to
reimbursement therefor out of amounts attributable to the Mortgage Loans and any
REO Properties on deposit in the Certificate Account as provided by Section
3.05(a) unless such legal expenses and costs are incurred by reason of the
Paying Agent's willful misfeasance, bad faith or gross negligence. The Holder of
the largest Percentage Interest in each of the (i) Class R and (ii) Class LR
Certificates shall be designated, in the manner provided under Treasury
Regulations Section 1.860F-4(d) and temporary Treasury Regulations Section
301.6231(a)(7)-1T, as the "tax matters person" of the (i) Upper-Tier REMIC and
(ii) the Lower-Tier REMIC, respectively. By their acceptance thereof, the
Holders of the largest Percentage Interest in each of the (i) Class R and (ii)
Class LR Certificates hereby agrees to irrevocably appoint the Paying Agent as
their agent to perform all of the duties of the "tax matters person" for the (i)
Upper-Tier REMIC and (ii) the Lower-Tier REMIC, respectively.
(d) The Paying Agent shall prepare or cause to be prepared and shall
file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC
created hereunder, and shall cause the Trustee to sign such Tax Returns in a
timely manner. The ordinary expenses of preparing such returns shall be borne by
the Trustee without any right of reimbursement therefor.
(e) The Paying Agent shall provide or cause to be provided (i) to
any Transferor of a Class R Certificate or Class LR Certificate such information
as is necessary for the application of any tax relating to the transfer of such
Class R Certificate or Class LR Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,
(ii) to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) to the Internal Revenue Service on Form 8811, within 30
days after the Closing Date, the name, title, address and telephone number of
the "tax matters person" who will serve as the representative of each of the
Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.
(f) The Paying Agent shall take such actions and shall cause the
Trust Fund to take such actions as are reasonably within the Paying Agent's
control and the scope of its duties more specifically set forth herein as shall
be necessary to maintain the status of each of the Lower-Tier REMIC and the
Upper-Tier REMIC as a REMIC under the REMIC Provisions and the Trustee shall
assist the Paying Agent to the extent reasonably requested by the Paying Agent
to do so. Neither the Master Servicer nor the Special Servicer shall knowingly
or intentionally take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action reasonably within its
control and the scope of duties more specifically set forth herein, that, under
the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC
or (ii) result in the imposition of a tax upon the Lower-Tier REMIC or the
Upper-Tier 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") (either such
event, and if the CenterPoint I Whole Loan is involved, any similar event with
respect to a related securitization trust holding a CenterPoint I Companion
Loan, in each case, an "Adverse REMIC Event") unless the Paying Agent receives
an Opinion of Counsel (at the expense of the party seeking to take such action
or, if such party fails to pay such expense, and the Paying Agent determines
that taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Paying Agent or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC created hereunder, endanger such status or, unless the Paying
Agent determines in its sole discretion to indemnify the Trust Fund against such
tax, result in the imposition of such a tax (not including a tax on "net income
from foreclosure property"). The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which the Paying Agent has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. The Paying
Agent may consult with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not expressly permitted
by this Agreement, but in no event at the expense of the Paying Agent or the
Trustee. At all times as may be required by the Code, the Paying Agent will to
the extent within its control and the scope of its duties more specifically set
forth herein, maintain substantially all of the assets of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall
be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Section 860G(c) of the Code or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Paying Agent in writing), and shall remit to the Master Servicer such
reserved amounts as the Master Servicer shall request in order to pay such
taxes. Except as provided in the preceding sentence, the Master Servicer shall
withdraw from the Certificate Account sufficient funds to pay or provide for the
payment of, and to actually pay, such tax as is estimated to be legally owed by
the Lower-Tier REMIC or the Upper-Tier REMIC (but such authorization shall not
prevent the Paying Agent from contesting, at the expense of the Trust Fund
(other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
Paying Agent is hereby authorized to and shall segregate, into a separate
non-interest bearing account, the net income from any "prohibited transaction"
under Section 860F(a) of the Code or the amount of any taxable contribution to
the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup Day that is
subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent
that any such tax (other than any such tax paid in respect of "net income from
foreclosure property") is paid to the Internal Revenue Service or applicable
state or local tax authorities, the Paying Agent shall retain an equal amount
from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the Uncertificated Lower-Tier REMIC Interests, to the Upper-Tier
REMIC to the extent they are fully reimbursed for any Collateral Support Deficit
arising therefrom and then to the Holders of the Class LR Certificates in the
manner specified in Section 4.01(b) and (y) in the case of the Upper-Tier REMIC,
to the Holders of Class A, 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 P, Class NR, Class X-1 and Class X-2 Certificates in the manner specified
in Section 4.01(a), to the extent they are fully reimbursed for any Collateral
Support Deficit, arising therefrom and then to the Holders of the Class R
Certificates. None of the Trustee, the Paying Agent, the Master Servicer or the
Special Servicer shall be responsible for any taxes imposed on the Lower-Tier
REMIC or the Upper-Tier REMIC except to the extent such taxes arise as a
consequence of a breach of their respective obligations under this Agreement
which breach constitutes willful misfeasance, bad faith, or negligence by such
party.
(h) The Paying Agent shall, for federal income tax purposes,
maintain or cause to be maintained books and records with respect to each of the
Lower-Tier REMIC and the Upper-Tier REMIC on a calendar year and on an accrual
basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Paying Agent nor the
Trustee shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Paying Agent and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Lower-Tier
REMIC or the Upper-Tier REMIC will not (i) cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject any of the Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Paying Agent nor the Trustee shall enter into any
arrangement by which the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC will receive a fee or other compensation for services nor permit the Trust
Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" by which the
Certificate Balance or Notional Amount of each Class of Certificates (other than
the Class X-2 Certificates) representing a "regular interest" in the Upper-Tier
REMIC and by which the Lower-Tier Principal Amount of each Class of
Uncertificated Lower-Tier Interests representing a "regular interest" in the
Lower-Tier REMIC would be reduced to zero is the Rated Final Distribution Date.
The "latest possible maturity date" of the Class X-2 Certificates is the Class
X-2 Termination Date.
(l) None of the Trustee, the Paying Agent, the Master Servicer or
the Special Servicer, as applicable, shall sell, dispose of or substitute for
any of the Mortgage Loans (except in connection with (i) the default, imminent
default or foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
termination of the Trust Fund pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or
acquire any assets for the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC or sell or dispose of any investments in the Certificate Account or the
REO Account for gain unless it has received an Opinion of Counsel that such
sale, disposition or substitution will not (a) affect adversely the status of
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (b) unless the
Trustee, the Paying Agent, the Master Servicer or the Special Servicer, as
applicable, has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause the Trust Fund or the Lower-Tier REMIC or the Upper-Tier
REMIC to be subject to a tax on "prohibited transactions" pursuant to the REMIC
Provisions.
Section 10.02 Use of Agents. (a) The Trustee shall execute all of
its obligations and duties under this Article X through its Corporate Trust
Office. The Trustee may execute any of its obligations and duties under this
Article X either directly or by or through agents or attorneys. The Trustee
shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.
(b) The Paying Agent may execute any of its obligations and duties
under this Article X either directly or by or through agents or attorneys. The
Paying Agent shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.
Section 10.03 Depositor, Master Servicer and Special Servicer to
Cooperate with Paying Agent. (a) The Depositor shall provide or cause to be
provided to the Paying Agent within ten (10) days after the Depositor receives a
request from the Paying Agent, all information or data that the Paying Agent
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumptions and projected cash flow of the Certificates.
(b) The Master Servicer and the Special Servicer shall each furnish
such reports, certifications and information, and upon reasonable notice and
during normal business hours, access to such books and records maintained
thereby, as may relate to the Certificates or the Trust Fund and as shall be
reasonably requested by the Paying Agent in order to enable it to perform its
duties hereunder.
Section 10.04 Appointment of REMIC Administrators. (a) The Paying
Agent may appoint at the Paying Agent's expense, one or more REMIC
Administrators, which shall be authorized to act on behalf of the Paying Agent
in performing the functions set forth in Section 10.01 herein. The Paying Agent
shall cause any such REMIC Administrator to execute and deliver to the Paying
Agent an instrument in which such REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a
REMIC Administrator shall not relieve the Paying Agent from any of its
obligations hereunder, and the Paying Agent shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Paying Agent and must be organized and doing business
under the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Paying Agent hereby agrees to act in such capacity in accordance with the
terms hereof. If LaSalle Bank National Association is removed as Paying Agent,
then LaSalle Bank National Association shall be terminated as REMIC
Administrator.
(b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Paying
Agent or the REMIC Administrator.
(c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Paying Agent, the Master Servicer, the Special
Servicer and the Depositor. The Paying Agent may at any time terminate the
agency of any REMIC Administrator by giving written notice of termination to
such REMIC Administrator, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any REMIC Administrator shall cease to be eligible in
accordance with the provisions of this Section 10.04, the Paying Agent may
appoint a successor REMIC Administrator, in which case the Paying Agent shall
given written notice of such appointment to the Master Servicer and the
Depositor and shall mail notice of such appointment to all Certificateholders;
provided, however, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC
Administrator upon acceptance of its appointment hereunder shall become vested
with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No
REMIC Administrator shall have responsibility or liability for any action taken
by it as such at the direction of the Paying Agent.
[End of Article X]
ARTICLE XI
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 11.01 Intent of the Parties; Reasonableness. The parties
hereto acknowledge and agree that the purpose of Article XI of this Agreement is
to facilitate compliance by the Depositor with the provisions of Regulation AB
and the related rules and regulations of the Commission. The Depositor shall not
exercise its rights to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act
and, in each case, the rules and regulations of the Commission thereunder;
provided that in all instances the reports and certificates contemplated by
Sections 11.09, 11.10 and 11.11 shall be provided to the Rating Agencies as
required thereunder; provided, however, that the Trustee and Paying Agent shall
be deemed to have satisfied any delivery requirements to the Rating Agencies
thereunder by making such reports and certificates available on its internet
website. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made
by the Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In
connection with the X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14,
each of the Master Servicer, the Special Servicer, the Trustee and the Paying
Agent shall cooperate fully with the Depositor and the Master Servicer, as
applicable, to deliver to the Depositor (including any of its assignees or
designees), any and all statements, reports, certifications, records and any
other information necessary in the good faith determination of the Depositor to
permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Master Servicer, the Special Servicer, the
Trustee and the Paying Agent, as applicable, and any Sub-Servicer, or the
servicing of the Mortgage Loans, reasonably believed by the Depositor to be
necessary in order to effect such compliance. For purposes of this Article XI,
to the extent any party has an obligation to exercise commercially reasonable
efforts to cause a third party to perform, such party hereunder shall not be
required to bring any legal action against such third party in connection with
such obligation.
Section 11.02 Succession; Subcontractors.(a) (a) As a condition to
the succession to the Master Servicer and Special Servicer or any Sub-Servicer
as servicer or sub-servicer under this Agreement by any Person (i) into which
the Master Servicer and Special Servicer or such Sub-Servicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Master
Servicer and Special Servicer or any Sub-Servicer, the Master Servicer and
Special Servicer shall provide to the Depositor and the Paying Agent, at least
15 calendar days prior to the effective date of such succession or appointment
(or such shorter period as is agreed to by the Depositor), (x) written notice to
the Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Depositor, all information relating
to such successor reasonably requested by the Depositor in order to comply with
its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality
agreement, the Master Servicer or Special Servicer, as applicable, shall submit
such disclosure to the Depositor no later than the first Business Day after the
effective date of such succession or appointment.
(b) Each of the Master Servicer, the Special Servicer, the
Sub-Servicer, the Trustee and the Paying Agent (each of the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent and each Sub-Servicer, for
purposes of this paragraph, a "Servicer") is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. Such Servicer
shall promptly upon request provide to the Depositor a written description (in
form and substance satisfactory to the Depositor) of the role and function of
each Subcontractor utilized by such Servicer, specifying (i) the identity of
each Subcontractor that is a Servicing Function Participant and (ii) the
elements of the Servicing Criteria that will be addressed in assessments of
compliance provided by each such Subcontractor. As a condition to the
utilization by such Servicer of any Subcontractor determined to be a Servicing
Function Participant, such Servicer shall (i) with respect to any such
Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other
subcontractor with which it has entered into a servicing relationship, cause
such Subcontractor used by such Servicer for the benefit of the Depositor and
the Trustee to comply with the provisions of Section 11.10 and Section 11.11 of
this Agreement to the same extent as if such Subcontractor were such Servicer.
With respect to any Servicing Function Participant engaged by such Servicer that
is an Initial Sub-Servicer, such Servicer shall be responsible for using
commercially reasonable efforts to obtain, and with respect to each other
Servicing Function Participant engaged by such Servicer, obtain from each such
Servicing Function Participant and delivering to the applicable Persons any
assessment of compliance report and related accountant's attestation required to
be delivered by such Subcontractor under Section 11.10 and Section 11.11, in
each case, as and when required to be delivered.
(c) Notwithstanding the foregoing, if a Servicer engages a
Subcontractor, other than an Initial Sub-Servicer in connection with the
performance of any of its duties under this Agreement, such Servicer shall be
responsible for determining whether such Subcontractor is a "servicer" within
the meaning of Item 1101 of Regulation AB and whether any such Subcontractor
meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a
Servicer determines, pursuant to the preceding sentence, that such Subcontractor
is a "servicer" within the meaning of Item 1101 of Regulation AB and meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such
Subcontractor shall be deemed to be a Sub-Servicer for purposes of this
Agreement, the engagement of such Sub-Servicer shall not be effective unless and
until notice is given to the Depositor and the Trustee of any such Sub-Servicer
and Subservicing Agreement. Other than with respect to the Initial Sub-Servicer,
no Subservicing Agreement shall be effective until 15 days after such written
notice is received by the Depositor and the Paying Agent (or such shorter period
as is agreed to by the Depositor). Such notice shall contain all information
reasonably necessary to enable the Paying Agent to accurately and timely report
the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act).
(d) In connection with the succession to the Trustee under this
Agreement by any Person (i) into which the Trustee may be merged or
consolidated, or (ii) which may be appointed as a successor to the Trustee, the
Trustee shall notify the Depositor and each Rating Agency, at least 30 calendar
days prior to the effective date of such succession or appointment (or if such
prior notice is violative of applicable law or any applicable confidentiality
agreement, no later than one (1) Business Day after such effective date of
succession) and shall furnish to the Depositor in writing and in form and
substance reasonably satisfactory to the Depositor, all information reasonably
necessary for the Paying Agent to accurately and timely report, pursuant to
Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the
Exchange Act).
Section 11.03 Filing Obligations. (a) The Master Servicer, the
Special Servicer, the Paying Agent and the Trustee shall reasonably cooperate
with the Depositor in connection with the satisfaction of the Trust's reporting
requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05 and 11.06
below, the Paying Agent shall prepare for execution by the Depositor any Forms
8-K, 10-D and 10-K required by the Exchange Act, in order to permit the timely
filing thereof, and the Paying Agent shall file (via the Commission's Electronic
Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Paying Agent is unable to timely file with
the Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines
set forth in this Agreement, the Paying Agent will promptly notify the
Depositor. In the case of Forms 10-D and 10-K, the Depositor, the Master
Servicer, the Paying Agent and Trustee will thereupon cooperate to prepare and
file a Form 12b-25 and a Form 10-D/A or Form 10-K/A, as applicable, pursuant to
Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Paying Agent will,
upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure information on
the next succeeding Form 10-D to be filed for the Trust. In the event that any
previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, the
Paying Agent will notify the Depositor, and such other parties as needed and the
parties hereto will cooperate with the Paying Agent to prepare any necessary
Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any
amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by an officer of
the Depositor. The parties to this Agreement acknowledge that the performance by
the Paying Agent of its duties under this Section 11.03 related to the timely
preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K is contingent upon the parties observing all applicable
deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05,
11.06, 11.07, 11.08, 11.09, 11.10 and 11.11. The Paying Agent shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or timely file any
such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K,
where such failure results from the Paying Agent's inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 15, Form 12b-25 or any
amendments to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
Section 11.04 Form 10-D Filings. (a) Within 15 days after each
Distribution Date (subject to permitted extensions under the Exchange Act), the
Paying Agent shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange
Act. The Paying Agent shall file each Form 10-D with a copy of the related
Statement to Certificateholders attached thereto. Any disclosure in addition to
the Statement to Certificateholders that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit Y to the Depositor and the
Paying Agent and approved by the Depositor, and the Paying Agent will have no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure, absent such reporting, direction and approval.
For so long as the Trust is subject to the reporting requirements of
the Exchange Act, as set forth on Exhibit Y hereto, within 5 calendar days after
the related Distribution Date, (i) certain parties to this Agreement shall be
required to provide to the Paying Agent and the Depositor, to the extent known
by such applicable parties, in XXXXX compatible format, or in such other format
as otherwise agreed upon by the Paying Agent, the Depositor and such providing
parties, the form and substance of any Additional Form 10-D Disclosure, if
applicable, (ii) the parties listed on Exhibit Y hereto shall include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit BB and (iii) the Depositor shall approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. Neither the Trustee nor the Paying
Agent has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit Y of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable
out-of-pocket expenses incurred by the Trustee or Paying Agent in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.
(b) After preparing the Form 10-D, the Paying Agent shall forward
electronically a copy of the Form 10-D to the Depositor for review no later than
10 calendar days after the related Distribution Date or, if the 10th calendar
day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day. Within two Business Days after receipt of such copy, but
no later than the 2 Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Paying Agent in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-D
and, a duly authorized officer of the Depositor shall sign the Form 10-D and
return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Paying Agent.
Alternatively, if the Paying Agent agrees, the Depositor may deliver to the
Paying Agent manually signed copies of a power of attorney meeting the
requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and
certified copies of a resolution of the Depositor's board of directors
authorizing such power of attorney, each to be filed with each Form 10-D, in
which case the Paying Agent shall sign such Forms 10-D as attorney in fact for
the Depositor. In the event that the Paying Agent signs the Forms 10-D as
attorney in fact for the Depositor pursuant to such powers of attorney, the
Paying Agent shall deliver a draft of each such Form 10-D to the Depositor no
later than 2 Business Days prior to the filing deadline applicable to such
report. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Paying Agent will follow the procedures set forth
in Section 11.03(b). Promptly after filing with the Commission, the Paying Agent
will make available on its internet website a final executed copy of each Form
10-D. The signing party at the Depositor can be contacted at Xxxxxx Xxxxx,
Managing Director and Associate General Counsel, JPMorgan Chase & Co., 000 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telecopy number: (000) 000-0000,
with a copy to Xxxxxx Xxxxx, Vice President, X.X. Xxxxxx Chase Commercial
Mortgage Securities Corp., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, telecopy number: (000) 000-0000. The parties to this Agreement
acknowledge that the performance by the Paying Agent of its duties under this
Section 11.04(b) related to the timely preparation and filing of Form 10-D is
contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.04(b). Neither the Trustee nor
the Paying Agent shall have any liability for any loss, expense, damage, or
claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-D, where such failure results from
the Paying Agent's inability or failure to receive, on a timely basis, any
information from any party to this Agreement needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
Section 11.05 Form 10-K Filings. (a) Within 90 days after the end of
each fiscal year of the Trust or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline"), commencing in March 2007, the Paying
Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Paying Agent within the applicable time frames set forth in this Agreement:
(i) an annual compliance statement for the Master Servicer, the
Special Servicer and each Additional Servicer engaged by the Master
Servicer or the Special Servicer, as described under Section 11.09;
(ii) (A) the annual reports on assessment of compliance with
servicing criteria for the Trustee, the Master Servicer, the Special
Servicer, the Paying Agent, each Additional Servicer engaged by the Master
Servicer and each Servicing Function Participant utilized by the Master
Servicer, the Special Servicer, the Paying Agent or Trustee, as described
under Section 11.10; and
(B) if any such report on assessment of compliance with
servicing criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if such report on assessment of
compliance with servicing criteria described under Section 11.10 is
not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not
included;
(iii) (A) the registered public accounting firm attestation report
for the Trustee, the Master Servicer, the Special Servicer, the Paying
Agent each Additional Servicer engaged by the Master Servicer, the Special
Servicer and each Servicing Function Participant utilized by the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, as
described under Section 11.11; and
(B) if any registered public accounting firm attestation
report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why
such report is not included; and
(iv) a certification in the form attached hereto as Exhibit Q, with
such changes as may be necessary or appropriate as a result of changes
promulgated by the Commission (the "Xxxxxxxx-Xxxxx Certification"), which
shall, except as described below, be signed by the senior officer of the
Depositor in charge of securitization.
Any disclosure or information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall,
pursuant to the following paragraph be reported by the parties set forth on
Exhibit Z to the Depositor and the Paying Agent and approved by the Depositor
and the Paying Agent will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval.
As set forth on Exhibit Z hereto, no later than March 15 of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2007, (i) the parties listed on Exhibit Z shall be required to
provide to the Paying Agent and the Depositor, to the extent known by such
applicable parties, in XXXXX compatible format or in such other format as
otherwise agreed upon by the Paying Agent, the Depositor and such providing
parties, the form and substance of any Additional Form 10-K Disclosure, if
applicable, (ii) the parties listed on Exhibit Z hereto shall include with such
Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit BB and (iii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Paying
Agent has any duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit Z of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable
out-of-pocket expenses incurred by the Trustee and the Paying Agent in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.
(b) After preparing the Form 10-K, the Paying Agent shall forward
electronically a copy of the Form 10-K to the Depositor for review no later than
6 Business Days prior to the 10-K Filing Deadline. Within three Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall
notify the Paying Agent in writing (which may be furnished electronically) of
any changes to or approval of such Form 10-K and the senior officer in charge of
securitization for the Depositor shall sign the Form 10-K and return an
electronic or fax copy of such signed Form 10-K (with an original executed hard
copy to follow by overnight mail) to the Paying Agent at such time. If a Form
10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Paying Agent shall follow the procedures set forth in Section
11.03(b). Promptly after filing with the Commission, the Paying Agent will make
available on its internet website a final executed copy of each Form 10-K. The
signing party at the Depositor can be contacted at Xxxxxx Xxxxx, Managing
Director and Associate General Counsel, JPMorgan Chase & Co., 000 Xxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telecopy number: (000) 000-0000, with a
copy to Xxxxxx Xxxxx, Vice President, X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
telecopy number: (000) 000-0000. The parties to this Agreement acknowledge that
the performance by the Paying Agent of its duties under this Section 11.05
related to the timely preparation and filing of Form 10-K is contingent upon the
parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing
all applicable deadlines in the performance of their duties under this Section
11.05. Neither the Trustee nor the Paying Agent shall have any liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file such Form 10-K, where
such failure results from the Paying Agent's inability or failure or receive, on
a timely basis, any information from the parties to this Agreement (or any
Sub-Servicer or Servicing Function Participant engaged by any such parties)
needed to prepare, arrange for execution or file such Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.
Section 11.06 Xxxxxxxx-Xxxxx Certification. Each Form 10-K shall
include a Xxxxxxxx-Xxxxx Certification in the form attached as Exhibit Q
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Master
Servicer, the Special Servicer, the Trustee and the Paying Agent shall (i) with
respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special
Servicer, as applicable, that is a Servicing Function Participant use
commercially reasonable efforts to cause and (ii) with respect to each other
Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans, cause to, provide to the Person
who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying Person") a
certification in the form attached hereto as Exhibit R-1, R-2 and R-3 (each, a
"Performance Certification") as applicable, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can
reasonably rely. In addition, in the event that any Companion Loan (other than
the Houston Galleria Companion Notes) is deposited into a commercial mortgage
securitization (an "Other Securitization"), each Reporting Servicer shall
provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to
such Other Securitization a certification in form and substance similar to
applicable Performance Certification (which shall address the matters contained
in the applicable Performance Certification, but solely with respect to the
related Companion Loan) on which such Person, the entity for which the Person
acts as an officer (if the Person is an individual), and such entity's officers,
directors and Affiliates can reasonably rely. With respect to the Houston
Galleria Companion Notes, the Paying Agent will use its reasonable efforts to
procure a Xxxxxxxx-Xxxxx back-up certification from the Houston Galleria Master
Servicer, the Houston Galleria Special Servicer and the Houston Galleria Trustee
in form and substance similar to a Performance Certification. The senior officer
in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall
execute a reasonable reliance certificate to enable the Certification Parties to
rely upon each (i) annual compliance statement provided pursuant to Section
11.09, (ii) annual report on assessment of compliance with servicing criteria
provided pursuant to Section 11.10 and (iii) accountant's report provided
pursuant to Section 11.11, and shall include a certification that each such
annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section
11.11. In the event any Reporting Servicer is terminated or resigns pursuant to
the terms of this Agreement, or any applicable sub-servicing agreement or
primary servicing agreement, as the case may be, such Reporting Servicer shall
provide a certification to the Certifying Person pursuant to this Section 11.06
with respect to the period of time it was subject to this Agreement or the
applicable sub-servicing or primary servicing agreement, as the case may be.
Section 11.07 Form 8-K Filings. Within four (4) Business Days after
the occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the Paying Agent shall
prepare and file on behalf of the Trust any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit AA to the Depositor
and the Paying Agent and approved by the Depositor, and the Paying Agent will
have no duty or liability for any failure hereunder to determine or prepare any
Form 8-K Disclosure Information or any Form 8-K, absent such reporting,
direction and approval.
As set forth on Exhibit AA hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than noon on the
2nd Business Day after the occurrence of a Reportable Event (i) the parties set
forth on Exhibit AA hereto shall be required to provide to the Depositor and the
Paying Agent, to the extent known by such applicable parties, in XXXXX
Compatible format or in such other format agreed upon by the Depositor, the
Paying Agent and such providing parties any Form 8-K Disclosure Information, if
applicable, (ii) the parties listed on Exhibit AA hereto shall include with such
Form 8-K Disclosure Information, an Additional Disclosure Notification in the
form attached hereto as Exhibit BB and (iii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the Form
8-K Disclosure Information on Form 8-K. The Trustee has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
AA of their duties under this paragraph or proactively solicit or procure from
such parties any Form 8-K Disclosure Information. The Depositor will be
responsible for any reasonable out-of-pocket expenses incurred by the Trustee
and the Paying Agent in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Paying Agent shall forward
electronically a copy of the Form 8-K to the Depositor for review no later than
10 a.m. on the 3rd Business Day after the Reportable Event, but in no event
earlier than 24 hours after having received the Form 8-K Disclosure Information
pursuant to the immediately preceding paragraph. Promptly, but no later than the
close of business on the third Business Day after the Reportable Event, the
Depositor shall notify the Paying Agent in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. No later than
noon on the 4th Business Day after the Reportable Event, a duly authorized
officer of the Depositor shall sign the Form 8-K and return an electronic or fax
copy of such signed Form 8-K (with an original executed hard copy to follow by
overnight mail) to the Paying Agent. If a Form 8-K cannot be filed on time or if
a previously filed Form 8-K needs to be amended, the Paying Agent will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the
Commission, the Paying Agent will, make available on its internet website a
final executed copy of each Form 8-K. The signing party at the Depositor can be
contacted at Xxxxxx Xxxxx, Managing Director and Associate General Counsel,
JPMorgan Chase & Co., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
telecopy number: (000) 000-0000, with a copy to Xxxxxx Xxxxx, Vice President,
X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telecopy number: (000) 000-0000. The parties to
this Agreement acknowledge that the performance by the Paying Agent of its
duties under this Section 11.07 related to the timely preparation and filing of
Form 8-K is contingent upon such parties observing all applicable deadlines in
the performance of their duties under this Section 11.07. Neither the Trustee
nor the Paying Agent shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 8-K, where such failure results from
the Paying Agent's inability or failure to receive, on a timely basis, any
information from the parties to this Agreement needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.
The Master Servicer, the Special Servicer, the Paying Agent and the
Trustee shall promptly notify (and the Master Servicer and the Special Servicer
shall (i) with respect to each Initial Sub-Servicer that is an Additional
Servicer engaged by such Master Servicer, Special Servicer, Trustee or Paying
Agent use commercially reasonable efforts to cause and (ii) with respect to each
other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this
Agreement) cause to promptly notify) the Depositor and the Paying Agent, but in
no event later than noon on the 2nd Business Day after its occurrence, of any
Reportable Event of which it has knowledge.
Section 11.08 Form 15 Filing. On or prior to January 30 of the first
year in which the Paying Agent is able to do so under applicable law, the Paying
Agent shall prepare and file a Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act. If at the end of any fiscal year for the Trust during which occurred the
filing of a Form 15 Suspension Notification, if the number of Certificateholders
of record exceeds the number set forth in Section 15(d) of the Exchange Act or
the regulations promulgated pursuant thereto which would cause the Trust to
again become subject to the reporting requirements of the Exchange Act, the
Paying Agent shall recommence preparing and filing reports on Forms 10-K, 10-D
and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07;
provided, that if the Paying Agent re-commences the preparing and filing of
Exchange Act reports, it may, as soon as permitted by the Exchange Act, file
another Form 15 Suspension Notification.
Section 11.09 Annual Compliance Statements. The Master Servicer, the
Special Servicer, the Trustee and the Paying Agent (each, a "Certifying
Servicer") shall deliver to (and each such party shall (i) with respect to each
Additional Servicer engaged by such Master Servicer, Special Servicer, Trustee
or Paying Agent that is an Initial Sub-Servicer, use commercially reasonable
efforts to cause and (ii) with respect to each other Additional Servicer with
which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause the delivery to) the Depositor and the Paying Agent on or before
March 15 of each year, commencing in March 2007, an Officer's Certificate
stating, as to the signer thereof, that (A) a review of such Certifying
Servicer's activities during the preceding calendar year or portion thereof and
of such Certifying Servicer's performance under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, has been made under such officer's supervision and (B)
to the best of such officer's knowledge, based on such review, such Certifying
Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof. The Master Servicer, the Special Servicer, the
Trustee and the Paying Agent shall, and each such party shall (i) with respect
to each Additional Servicer engaged by such Master Servicer, Special Servicer,
Trustee or Paying Agent that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to each other Additional
Servicer with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause to forward a copy of each such statement (or, in the
case of the Trustee and the Paying Agent, make a copy of each such statement
available on its internet website) to the Rating Agencies and the Directing
Certificateholder. Promptly after receipt of each such Officer's Certificate,
the Depositor may review each such Officer's Certificate and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee or the
Paying Agent, as applicable, as to the nature of any failures by the Master
Servicer, the Special Servicer, the Trustee or the Paying Agent, respectively,
or any related Additional Servicer with which the Master Servicer, the Special
Servicer, the Trustee or the Paying Agent, as applicable, has entered into a
servicing relationship with respect to the Mortgage Loans in the fulfillment of
any of the Master Servicer's, Special Servicer's, Trustee's and Paying Agent's
or Additional Servicer's obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent and each
Additional Servicer under this Section apply to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not the Master
Servicer, the Special Servicer or Additional Servicer is acting as the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent or Additional
Servicer at the time such Officer's Certificate is required to be delivered.
None of the Master Servicer, Special Servicer or Additional Servicer shall be
required to cause the delivery of any such statement until April 15 in any given
year so long as it has received written confirmation from the Depositor that a
report on Form 10-K is not required to be filed in respect of the Trust for the
preceding calendar year.
In the event the Master Servicer, the Special Servicer, the Trustee
or the Paying Agent is terminated or resigns pursuant to the terms of this
Agreement, such party shall provide, and each of the Master Servicer and the
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by
such party that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause and (ii)
with respect to any other Additional Servicer engaged by such party that resigns
or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide, an annual statement of compliance pursuant to this Section
11.09 with respect to the period of time that the Master Servicer, the Special
Servicer, the Trustee or the Paying Agent was subject to this Agreement or the
period of time that such Additional Servicer was subject to such other servicing
agreement.
Section 11.10 Annual Reports on Assessment of Compliance with
Servicing Criteria. (a) On or before March 15 of each year, commencing in March
2007, the Master Servicer, the Special Servicer, the Trustee and the Paying
Agent, each at its own expense, shall furnish (and each such party shall (i)
with respect to each Initial Sub-Servicer engaged by such Master Servicer,
Special Servicer, Trustee or Paying Agent that is a Servicing Function
Participant, use commercially reasonable efforts to cause and (ii) with respect
to each other Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Mortgage Loans, cause to furnish) to
the Trustee, the Paying Agent and the Depositor, with a copy to the Rating
Agencies (which copy shall be deemed furnished by the Trustee and Paying Agent
when made available on its internet website), a report on an assessment of
compliance with the Servicing Criteria applicable to it that contains (A) a
statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such
Reporting Servicer used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer's assessment
of compliance with the Relevant Servicing Criteria as of and for the period
ending the end of the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 11.05, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for such period.
Each such report shall be addressed to the Depositor and signed by
an authorized officer of the applicable company, and shall address the Relevant
Servicing Criteria specified on a certification substantially in the form of
Exhibit X hereto delivered to the Depositor on the Closing Date. Promptly after
receipt of each such report, (i) the Depositor may review each such report and,
if applicable, consult with each Reporting Servicer as to the nature of any
material instance of noncompliance with the Servicing Criteria applicable to it
(and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Trustee shall confirm that the
assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit X and notify the Depositor of any exceptions. None
of the Master Servicer, the Special Servicer, the Paying Agent, the Trustee or
any Servicing Function Participant shall be required to cause the delivery of
any such assessments until April 15 in any given year so long as it has received
written confirmation from the Depositor that a report on Form 10-K is not
required to be filed in respect of the Trust for the preceding calendar year.
(b) On the Closing Date, the Master Servicer, the Special Servicer,
the Trustee and the Paying Agent shall furnish to the Depositor the Relevant
Servicing Criteria applicable to it, in the form of Exhibit X hereto
appropriately completed (and indicating thereon any Servicing Function
Participant with which the Master Servicer, Special Servicer, Trustee or Paying
Agent has entered into a servicing relationship).
(c) No later than the end of each fiscal year for the Trust, the
Master Servicer and the Special Servicer shall notify the Trustee and the
Depositor as to the name of each Additional Servicer engaged by it and each
Servicing Function Participant utilized by it, in each case other than with
respect to any Initial Sub-Servicer, and the Trustee and the Paying Agent shall
notify the Depositor as to the name of each Servicing Function Participant
utilized by it, and each such notice will specify what specific Servicing
Criteria will be addressed in the report on assessment of compliance prepared by
such Servicing Function Participant. When the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent submit their assessments pursuant to
Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee and the
Paying Agent, as applicable, will also at such time include the assessment (and
related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.
In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by
such Master Servicer or Special Servicer that is an Additional Servicer that
resigns or is terminated under any applicable servicing agreement, use its
reasonable efforts to cause such Additional Servicer and (ii) with respect to
any other Additional Servicer that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide) an annual
assessment of compliance pursuant to this Section 11.10, coupled with an
attestation as required in Section 11.11 in respect to the period of time that
the Master Servicer, the Special Servicer, the Trustee or the Paying Agent was
subject to this Agreement or the period of time that the Additional Servicer was
subject to such other servicing agreement.
Section 11.11 Annual Independent Public Accountants' Attestation
Report. On or before March 15 of each year, commencing in March 2007, the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent, each at its
own expense, shall cause (and the Master Servicer, the Special Servicer, the
Trustee and the Paying Agent shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee or Paying Agent that
is a Servicing Function Participant use commercially reasonable efforts to cause
and (ii) with respect to each other Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Mortgage Loans
cause) a registered public accounting firm (which may also render other services
to the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or
the applicable Servicing Function Participant, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a
report to the Trustee, the Paying Agent and the Depositor, with a copy to the
Rating Agencies and the Directing Certificateholder (which copy shall be deemed
furnished by the Trustee and Paying Agent when made available on its internet
website), to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes
an assertion that such Reporting Servicer has complied with the Relevant
Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the PCAOB, it is issuing an opinion as to whether such
Reporting Servicer's assessment of compliance with the Relevant Servicing
Criteria applicable to it was fairly stated in all material respects. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Each such related accountant's attestation report shall be made in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act. Such report must be available for general
use and not contain restricted use language.
Promptly after receipt of such report from the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent or any Servicing Function
Participant, (i) the Depositor may review the report and, if applicable, consult
with the Master Servicer, the Special Servicer, the Trustee or the Paying Agent
as to the nature of any defaults by the Master Servicer, the Special Servicer,
the Trustee or any Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, as the case may be,
in the fulfillment of any of the Master Servicer's, the Special Servicer's, the
Trustee's, the Paying Agent's or the applicable Servicing Function Participants'
obligations hereunder or under the applicable sub-servicing or primary servicing
agreement, and (ii) the Trustee shall confirm that each accountants' attestation
report submitted pursuant to this Section relates to an assessment of compliance
meeting the requirements of Section 11.10 and notify the Depositor of any
exceptions.
Section 11.12 Indemnification. Each of the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent shall indemnify and hold
harmless each Certification Party from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such Certification Party
arising out of (i) an actual breach by the Master Servicer, the Special
Servicer, the Trustee or the Paying Agent, as the case may be, of its
obligations under this Article XI or (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee
or the Paying Agent in the performance of such obligations.
The Master Servicer, the Special Servicer, the Trustee and the
Paying Agent shall (i) with respect to any Initial Sub-Servicer engaged by the
Master Servicer, Special Servicer, Trustee or Paying Agent that is a Servicing
Function Participant or Additional Servicer, use commercially reasonable efforts
to cause such party to and (ii) with respect to each other Additional Servicer
and each Servicing Function Participant with which, in each case, it has entered
into a servicing relationship with respect to the Mortgage Loans to cause such
party to indemnify and hold harmless each Certification Party from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments and any other costs, fees and expenses
incurred by such Certification Party arising out of (i) a breach of its
obligations to provide any of the annual compliance statements or annual
assessment of compliance reports or attestation reports pursuant to the
applicable sub-servicing or primary servicing agreement or (ii) negligence, bad
faith or willful misconduct its part in the performance of such obligations or
(iii) any failure by a Servicer (as defined in Section 11.02(b)) to identify a
Servicing Function Participant pursuant to Section 11.02(c).
If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, the Trustee or the Paying Agent (the "Performing Party")
shall contribute to the amount paid or payable to the Certification Party as a
result of the losses, claims, damages or liabilities of the Certification Party
in such proportion as is appropriate to reflect the relative fault of the
Certification Party on the one hand and the Performing Party on the other in
connection with a breach of the Performing Party's obligations pursuant to
Sections 11.06, 11.09, 11.10 or 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the
annual compliance statements or annual servicing criteria compliance reports or
attestation reports) or the Performing party's negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer,
the Trustee and the Paying Agent shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Paying
Agent that is a Servicing Function Participant or Additional Servicer, use
commercially reasonable efforts to cause such party to and (ii) with respect to
each other Additional Servicer or Servicing Function Participant, in each case,
with which it has entered into a servicing relationship with respect to the
Mortgage Loans cause such party to agree to the foregoing indemnification and
contribution obligations. This Section 11.12 shall survive the termination of
this Agreement or the earlier resignation or removal of the Master Servicer, the
Special Servicer, the Trustee or the Paying Agent.
Section 11.13 Amendments. This Article XI may be amended by the
parties hereto pursuant to Section 12.01 for purposes of complying with
Regulation AB and/or to conform to standards developed within the commercial
mortgage-backed securities market and the Xxxxxxxx-Xxxxx Act of 2002 without any
Opinions of Counsel, Officer's Certificates, Rating Agency confirmations or the
consent of any Certificateholder, notwithstanding anything to the contrary
contained in this Agreement; provided that the reports and certificates required
to be prepared pursuant to Sections 11.09, 11.10 and 11.11 shall not be
eliminated without Rating Agency confirmation.
Section 11.14 Regulation AB Notices. Any notice required to be
delivered by the Paying Agent or the Trustee to the Depositor pursuant to
Article XI, the Trustee or the Paying Agent, as the case may be, may deliver
such notice, notwithstanding the provisions of Section 12.05, to X.X. Xxxxxx
Chase Commercial Mortgage Securities Corp., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxx Xxxxx, telecopy number: 000-000-0000, with a copy to
Xxxxxx Xxxxx, Managing Director and Associate General Counsel, JPMorgan Chase &
Co., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, telecopy number:
(000) 000-0000.
[End of Article XI]
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01 Amendment. (a) This Agreement may be amended from time
to time by the parties hereto, without the consent of any of the
Certificateholders or the Companion Holders:
(i) to cure any ambiguity to the extent that it does not materially
and adversely affect any Certificateholder or Companion Holder;
(ii) to cause the provisions in this Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus
with respect to the Certificates, the Trust or this Agreement or to
correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in
each case, it does not materially and adversely affect the interests of
any Certificateholder or Companion Holder;
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust
Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC,
or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any
tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier
REMIC pursuant to the Code that would be a claim against the Trust Fund or
either of the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the
Trustee has received an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the
risk of the imposition of any such tax and (b) such action will not
adversely affect in any material respect the interests of any
Certificateholder or any Companion Holder;
(iv) to change the timing and/or nature of deposits into the
Certificate Account, any Distribution Accounts or REO Account, provided
that (a) the P&I Advance Date shall in no event be later than the Business
Day prior to related Distribution Date, (b) such change shall not, as
evidenced by an Opinion of Counsel (at the expense of the party requesting
such amendment or at the expense of the Trust Fund if the requesting party
is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and
(c) such change shall not result in the withdrawal, downgrade or
qualification of the then-current rating assigned to any Class of
Certificates or CenterPoint I Companion Loan Securities as evidenced by a
letter from each Rating Agency to such effect;
(v) to modify, eliminate or add to the provisions of Section 5.02(c)
or any other provision hereof restricting transfer of the Residual
Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not, as evidenced by an Opinion of
Counsel, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person;
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such
action shall not, (x) as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder or
Companion Holder not consenting thereto (y) result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any
Class of Certificates, as evidenced by a letter from each Rating Agency
and, in the case of the CenterPoint I Companion Loan, a Rating Agency
rating any class of CenterPoint I Companion Loan Securities, to such
effect;
(vii) to amend or supplement any provision hereof to the extent
necessary to maintain the rating or ratings assigned to each Class of
Certificates by each Rating Agency, and, in the case of the CenterPoint I
Companion Loan, a Rating Agency rating any class of CenterPoint I
Companion Loan Securities, to such effect provided that such change shall
not result in the downgrade, withdrawal or qualification of the
then-current rating assigned to any Class of Certificates or CenterPoint I
Companion Loan Securities, as evidenced by a letter from each Rating
Agency to such effect; and
(viii) to modify the provisions of Sections 3.05 and 3.19 (with
respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the
Special Servicer, the Trustee and the Directing Certificateholder
determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by
an Opinion of Counsel and (c) each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any
Class of Certificates or CenterPoint I Companion Loan Securities.
provided that no such amendment changes in any manner the obligations of any
Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the
consent of such Mortgage Loan Seller.
(b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66(2)/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates and any class of CenterPoint I
Companion Loan Securities by any Rating Agency, amend the Servicing
Standards.
(c) Notwithstanding the foregoing, none of the Trustee, the Paying
Agent, the Depositor, the Master Servicer nor the Special Servicer will be
required to consent to any amendment hereto without having first received an
Opinion of Counsel (at the Trust Fund's expense) to the effect that such
amendment is permitted hereunder and that such amendment or the exercise of any
power granted to the Master Servicer, the Depositor, the Special Servicer, the
Trustee, the Paying Agent or any other specified person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust
Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust, cause the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust or cause a REMIC wherein
any CenterPoint I Companion Loan Securities are "regular interests" to fail to
qualify as a REMIC.
(d) Promptly after the execution of any such amendment, the Paying
Agent shall furnish a statement describing the amendment to each
Certificateholder and each CenterPoint I Companion Noteholder and the Trustee
and shall furnish a copy of such amendment to each Rating Agency and any Rating
Agency rating any CenterPoint I Companion Loan Securities.
(e) It shall not be necessary for the consent of Certificateholders
under this Section 12.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Paying Agent may prescribe.
(f) The Trustee shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer or the Trustee requests any
amendment of this Agreement in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 12.01(a) or (c) shall be payable out of the
Certificate Account.
(h) The Servicing Standards shall not be amended unless each Rating
Agency provides a written confirmation that such amendment would not cause a
downgrading, qualification or withdrawal of the then current ratings assigned to
any of the Certificates or any class of CenterPoint I Companion Loan Securities.
Section 12.02 Recordation of Agreement; Counterparts. (a) To the
extent permitted by applicable law, this Agreement is subject to recordation in
all appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Trustee at the expense of
the Depositor on direction by the Special Servicer and with the consent of the
Depositor (which may not be unreasonably withheld), but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
(c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the
location of the Trustee's place of business, the costs of which, if any, to be
at the Trustee's expense.
Section 12.03 Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee and the Paying Agent a written notice of default hereunder, and of the
continuance thereof, as herein before provided, and unless also (except in the
case of a default by the Trustee) the Holders of Certificates of any Class
evidencing not less than 25% of the related Percentage Interests in such Class
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. The
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the
Holders of Certificates unless such Holders have offered to the Trustee
reasonable security against the costs, expenses and liabilities which may be
incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 12.03(c), each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
Section 12.04 Governing Law. This Agreement and the Certificates
shall be construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 12.05 Notices. Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if personally delivered at or couriered,
sent by facsimile transmission or mailed by registered mail, postage prepaid
(except for notices to the Trustee which shall be deemed to have been duly given
only when received), to: (i) in the case of the Depositor, X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx
00000, Attention: Xxxxxx Xxxxx, Vice President, telecopy number: (000) 000-0000;
(ii) in the case of the Master Servicer, GMAC Commercial Mortgage Corporation,
000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, Attention: Managing Director,
Commercial Servicing Operations, Re: X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, telecopy number: (000) 000-0000; (iii) in the case of the Special
Servicer, Midland Loan Services, Inc., 00000 Xxxxxx, Xxxxx 000, Xxxxxxxx Xxxx,
Xxxxxx 00000, Attention: President, Re: X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, telecopy number: (000) 000-0000; (iv) in the case of the Trustee
and the Paying Agent, LaSalle Bank National Association, 000 Xxxxx XxXxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and
Trust Services Group - JPMorgan Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006 CIBC14, telecopy
number: (000) 000-0000; (v) in the case of the Rating Agencies, (a) Xxxxx'x
Investors Services, Inc., 00 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Commercial Mortgage Surveillance Group, telecopy number: (212)
553-0300 and (b) S&P Ratings Services, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, Attention: CMBS Surveillance Group, fax number: (000) 000-0000; (vi)
in the case of the Mortgage Loan Sellers, (a) JPMorgan Chase Bank, N.A., 000
Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx: Xxxxxx Xxxxx, Vice President, telecopy
number: (000) 000-0000 and (b) CIBC Inc., 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Real Estate Finance Group, telecopy number:
(000) 000-0000; (vii) in the case of Directing Certificateholder, Citigroup
Property Investors, a business unit of Citigroup Alternative Investments LLC,
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; Attention: Almond X.
Xxxxxxxxx, telecopy number: (000) 000-0000; (viii) in the case of the Companion
Holder with respect to the Xxxxxxx Portfolio Companion Loan, the Tulane Park
Apartments Companion Loan, the Pheasant Run Companion Loan, the Xxxxxx Corporate
Park #1 Companion Loan and the Marlton Square Shopping Center Companion Loan,
CBA Mezzanine Capital Finance, LLC, 00 XXX Xxxxxxx, 0xx xxxxx, Xxxxx Xxxxx, Xxx
Xxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx, telecopy number: (000) 000-0000,
(ix) in the case of the Companion Holder with respect to the Metro Corporate
Center Companion Loan, Gramercy Warehouse Funding I LLC, 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxx and Xxxxxx Xxxxx, telecopy
number: (000) 000-0000, with a copy to: Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Xxxx X.
Xxxxx. Esq., telecopy number: (000) 000-0000 and (x) in the case of the holder
of the CenterPoint I Companion Note, JPMorgan Chase Bank, 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxx, telecopy number: 000-000-0000.
Any communication required or permitted to be delivered to a Certificateholder
shall be deemed to have been duly given when mailed first class, postage
prepaid, to the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 12.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 12.07 Grant of a Security Interest. The Depositor intends
that the conveyance of the Depositor's right, title and interest in and to the
Mortgage Loans pursuant to this Agreement shall constitute a sale and not a
pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Mortgage Loans, all principal and interest received or
receivable with respect to the Mortgage Loans (other than principal and interest
payments due and payable prior to the Cut-off Date and Principal Prepayments
received prior to the Cut-off Date), all amounts held from time to time in the
Certificate Account, the Distribution Accounts, the Excess Interest Distribution
Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if
established, the REO Account, and all reinvestment earnings on such amounts, and
all of the Depositor's right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to such Mortgage Loans and
(ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.
Section 12.08 Successors and Assigns; Third Party Beneficiaries. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Certificateholders. Each Mortgage
Loan Seller and the Companion Holders (and their agents, including any trustee
or servicer with respect to the CenterPoint I Companion Notes) is an intended
third-party beneficiary in respect of the respective rights afforded it
hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this
Agreement.
Section 12.09 Article and Section Headings. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.
Section 12.10 Notices to the Rating Agencies. (a) The Trustee shall
use reasonable efforts promptly to provide notice to each Rating Agency (and any
Rating Agency for any CenterPoint I Companion Loan Securities to the extent
applicable to the CenterPoint I Whole Loan) with respect to each of the
following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the Paying Agent, the Master
Servicer or the Special Servicer; and
(iv) the repurchase or substitution of Mortgage Loans by a Mortgage
Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement.
(b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:
(i) the resignation or removal of the Trustee;
(ii) any change in the location of the Certificate Account;
(iii) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of the Trustee;
(iv) any change in the lien priority of any Mortgage Loan with
respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;
(v) any additional lease to an anchor tenant or termination of any
existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the
lesser of (1) an amount greater than 5% of the then aggregate outstanding
principal balances of the Mortgage Loans or (2) $35,000,000;
(vi) any material damage to any Mortgaged Property;
(vii) any assumption with respect to a Mortgage Loan; and
(viii) any release or substitution of any Mortgaged Property.
(c) Upon written request, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency (and any Rating
Agency for any CenterPoint I Companion Loan Securities to the extent applicable
to the CenterPoint I Whole Loan) copies of inspection reports and other items
delivered to each of the Master Servicer and Special Servicer pursuant to
Sections 3.12(a) and 3.12(b).
(d) The Paying Agent shall promptly furnish notice to the Rating
Agencies of (i) any change in the location of the Distribution Accounts and (ii)
the final payment to any Class of Certificateholders.
(e) The Trustee, the Paying Agent, the Master Servicer and the
Special Servicer, as applicable, shall furnish to each Rating Agency (and any
Rating Agency rating any CenterPoint I Securities) with respect to each Mortgage
Loan such information as the Rating Agency shall reasonably request and which
the Trustee, the Paying Agent, the Master Servicer or Special Servicer, can
reasonably provide in accordance with applicable law and without waiving any
attorney-client privilege relating to such information or violating the terms of
this Agreement or any Mortgage Loan documents. The Trustee, the Master Servicer
and Special Servicer, as applicable, may include any reasonable disclaimer it
deems appropriate with respect to such information. Notwithstanding anything to
the contrary herein, nothing in this Section 12.10 shall require a party to
provide duplicative notices or copies to the Rating Agencies with respect to any
of the above listed items.
[End of Article XII]
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE
SECURITIES CORP., Depositor
By:/s/ Xxxxxxx X. Xxx
--------------------
Name: Xxxxxxx X. Xxx
Title: Vice President
GMAC COMMERCIAL MORTGAGE CORPORATION,
Master Servicer
By:/s/ Xxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
MIDLAND LOAN SERVICES, INC.,
Special Servicer
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION,
Trustee and Paying Agent
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
STATE OF NEW YORK )
) ss.:
)
COUNTY OF NEW YORK )
On the 9th day of March, 2006, before me, a notary public in and
for said State, personally appeared Xxxxxxx Xxx known to me to be a
Vice President of X.X. Xxxxxx Chase Commercial Mortgage Securities Corp., one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of such corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxx X. Xxxxxxx
--------------------------------
Notary Public
[SEAL]
My commission expires:
May 20, 0000
------------
XXXXX XX XXXXXXXXXXXX )
) ss.:
)
COUNTY OF XXXXXXXXXX )
On the 13th day of March, 2006, before me, a notary public in and
or said State, personally appeared Xxxxxx Xxxxxxxxxx known to me to be a
Vice President of GMAC Commercial Mortgage Corporation, that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Notary Public
[SEAL]
My commission expires:
January 27, 0000
----------------
XXXXX XX XXXXXX )
) ss.:
)
COUNTY OF XXXXXXX )
On the 13th day of March, 2006, before me, a notary public in and
for said State, personally appeared Xxxxxxxx X. Xxxxxx known to me to be a
Senior Vice President of Midland Loan Services, Inc., that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such national banking association, and acknowledged to me that such national
banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxx Xxxxxx
--------------------------------
Notary Public
[SEAL]
My commission expires:
January 30, 0000
----------------
XXXXX XX XXXXXXXX )
) ss.:
)
COUNTY OF XXXX )
On the 16th day of March, 2006, before me, a notary public in and or
said State, personally appeared Xxxxxxx X. Xxxxxxxxx known to me to be a
Assistant Vice President of LaSalle Bank National Association, that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such
national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Xxxxxx Xxx
-------------------------------
Notary Public
[SEAL]
My commission expires:
September 21, 2009
------------------
EXHIBIT A-1
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-1
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: 3.8450% MASTER SERVICER: GMAC COMMERCIAL
MORTGAGE CORPORATION
DENOMINATION: $60,895,000
SPECIAL SERVICER: MIDLAND LOAN
DATE OF POOLING AND SERVICING SERVICES, INC.
AGREEMENT: AS OF MARCH 16, 2006
TRUSTEE: LASALLE BANK NATIONAL
CUT-OFF DATE: AS SET FORTH IN THE ASSOCIATION
POOLING AND SERVICING AGREEMENT (AS
DEFINED HEREIN) PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CLOSING DATE: MARCH 16, 2006
CUSIP NO.: 46625Y ZU 0
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 ISIN NO.: US46625YZU09
APPROXIMATE AGGREGATE COMMON CODE NO.: 24732916
CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES CERTIFICATE NO.: A-1-[--]
AS OF THE CLOSING DATE: $60,895,000
CLASS A-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-1 Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class A-1
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-2
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE
SECURITIES TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-2
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: 5.4370% MASTER SERVICER: GMAC COMMERCIAL
MORTGAGE CORPORATION
DENOMINATION: $141,263,000
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DATE OF POOLING AND SERVICING INC.
AGREEMENT: AS OF MARCH 16, 2006
TRUSTEE: LASALLE BANK NATIONAL
CUT-OFF DATE: AS SET FORTH IN THE ASSOCIATION
POOLING AND SERVICING AGREEMENT (AS
DEFINED HEREIN) PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CLOSING DATE: MARCH 16, 2006
CUSIP NO.: 46625Y ZV 8
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 ISIN NO.: US46625YZV81
APPROXIMATE AGGREGATE COMMON CODE NO.: 24732991
CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES CERTIFICATE NO.: A-2-[--]
AS OF THE CLOSING DATE: $141,263,000
CLASS A-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-2 Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class A-2
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights
of survivorship and not Under Uniform Gifts to Minors
as tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
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(Please print or typewrite name and address of assignee)
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the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
--------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-3
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-3A
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.4910%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN MORTGAGE CORPORATION
THE POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $100,000,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: X00000X00(1), 00000XX00(2),
DEFINED HEREIN) 00000XX00(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138C979(1),
US46625YC501(2), US46625YE259(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24733432(1), 24733408(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS A-3A CERTIFICATES CERTIFICATE NO.: A-3A-[--]
AS OF THE CLOSING DATE: $100,000,000
----------
(1) For Book-Entry Regulation S Investors Only.
(1) For Book Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS A-3A CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-3A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-3A Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-3A Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
A-3A Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $250,000 initial Certificate Balance, and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-3A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and
not as tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
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--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
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SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or __________________________ ,
as its agent.
EXHIBIT A-4
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-3B
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $118,197,000 INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y ZW 6
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YZW64
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE: 24733114
APPROXIMATE AGGREGATE CERTIFICATE NO.: A-3B-[--]
CERTIFICATE BALANCE
OF THE CLASS A-3B CERTIFICATES
AS OF THE CLOSING DATE: $118,197,000
CLASS A-3B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-3B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-3B Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges in limited circumstances as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (calculated on the basis of the
actual number of days in the month and assuming each year has 360 days) during
the applicable Interest Accrual Period relating to such Distribution Date at the
Class A-3B Pass-Through Rate specified above on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest
allocated to this Certificate on any Distribution Date will be in an amount due
to this Certificate's pro rata share of the Class A-3B Available Funds to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement. Distributions in respect of the Class
A-3B Certificates may depend, in part, on payments from the Swap Counterparty
under the Swap Contract as more specifically set forth in the Pooling and
Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account, the Distribution
Accounts and the Floating Rate Account will be held on behalf of the Trustee on
behalf of the Holders of Certificates specified in the Pooling and Servicing
Agreement and the Master Servicer (with respect to the applicable Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts and the
Floating Rate Account) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments. Interest
or other income earned on funds in the Certificate Account will be paid to the
Master Servicer as set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
A-3B Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-3B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and
not as tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or __________________________ ,
as its agent.
EXHIBIT A-5
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-4
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: 5.4810%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT SERVICES, INC.
DENOMINATION: SPECIAL SERVICER: MIDLAND LOAN
[$500,000,000][$457,540,000] SERVICES, INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y ZX 4
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YZX48
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24733157
APPROXIMATE AGGREGATE CERTIFICATE NO.: A-4-[--]
CERTIFICATE BALANCE
OF THE CLASS A-4 CERTIFICATES
AS OF THE CLOSING DATE: $957,540,000
CLASS A-4 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-4 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-4 Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-4 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class A-4
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
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the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-6
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-SB
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: 5.5060%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $115,377,000 SERVICES, INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y ZY 2
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YZY21
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24733181
APPROXIMATE AGGREGATE CERTIFICATE NO.: A-SB-[--]
CERTIFICATE BALANCE
OF THE CLASS A-SB CERTIFICATES
AS OF THE CLOSING DATE: $115,377,000
CLASS A-SB CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-SB Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-SB Certificates. The Certificates are designated as the X.X. XXXXXX CHASE
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-SB Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
A-SB Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-7
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-1A
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: 5.4150%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $429,885,000 SERVICES, INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y ZZ 9
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YZZ95
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24733220
APPROXIMATE AGGREGATE CERTIFICATE NO.: A-1A-[--]
CERTIFICATE BALANCE
OF THE CLASS A-1A CERTIFICATES
AS OF THE CLOSING DATE: $429,885,000
CLASS A-1A CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1A Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-1A Certificates. The Certificates are designated as the X.X. XXXXXX CHASE
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1A Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
A-1A Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1A CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-8
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS X-1
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS X-1 CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY
DISTRIBUTION OF PRINCIPAL.
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
X-1 CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: [$500,000,000] SERVICES, INC.
[$500,000,000] [$500,000,000]
[$500,000,000] [$500,000,000] TRUSTEE: LASALLE BANK NATIONAL
[$247,367,510] OR AS OTHERWISE ASSOCIATION
SET FORTH ON SCHEDULE A HERETO
PAYING AGENT: LASALLE BANK NATIONAL
DATE OF POOLING AND SERVICING ASSOCIATION
AGREEMENT: AS OF MARCH 16, 2006
CUSIP NO.: U48138 C8 9(1), 46625Y C4
CUT-OFF DATE: AS DEFINED IN THE 3(4), 46625Y D9 1(3)
POOLING AND SERVICING AGREEMENT (AS
DEFINED HEREIN) ISIN NO.: USU48138C896(1),
US46625YC436(2), US46625YD913(3)
CLOSING DATE: MARCH 16, 2006
COMMON CODE NO.: 24733513(1),
FIRST DISTRIBUTION DATE: 24733505(2)
APRIL 12, 2006
CERTIFICATE NO.: X-1-[--]
APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS X-1 CERTIFICATES AS OF
THE CLOSING DATE: $2,747,367,510
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS X-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class X-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Master Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
This Class X-1 Certificate has no principal balance and will not receive
any distribution of principal.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date Class X-1 Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X-1
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount, and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-9
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS X-2
THIS CLASS X-2 CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY
DISTRIBUTION OF PRINCIPAL.
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
X-2 CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: [$500,000,000] INC.
[$500,000,000] [$500,000,000]
[$500,000,000] [$500,000,000] TRUSTEE: LASALLE BANK NATIONAL
[$194,275,000] ASSOCIATION
DATE OF POOLING AND SERVICING PAYING AGENT: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS DEFINED IN THE CUSIP NO.: 46625Y A4 5
POOLING AND SERVICING AGREEMENT (AS
DEFINED HEREIN) ISIN NO.: US46625YA455
CLOSING DATE: MARCH 16, 2006 COMMON CODE: 24733262
FIRST DISTRIBUTION DATE: CERTIFICATE NO.: X-2-[--]
APRIL 12, 2006
APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS X-2 CERTIFICATES AS OF
THE CLOSING DATE: $2,694,275,000
CLASS X-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class X-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Master Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
This Class X-2 Certificate has no principal balance and will not receive
any distribution of principal.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date Class X-2 Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X-2
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of not less than $1,000,000 initial Notional Amount, and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-10
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-M
THIS CLASS A-M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $274,737,000 INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y A2 9
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YA299
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE: 24733289
APPROXIMATE AGGREGATE CERTIFICATE NO.: A-M-[--]
CERTIFICATE BALANCE
OF THE CLASS A-M CERTIFICATES
AS OF THE CLOSING DATE: $274,737,000
CLASS A-M CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-M Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-M Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-M Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class A-M
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-11
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS A-J
THIS CLASS A-J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $209,486,000 SERVICES, INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y A3 7
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YA372
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE: 24733688
APPROXIMATE AGGREGATE CERTIFICATE NO.: A-J-[--]
CERTIFICATE BALANCE
OF THE CLASS A-J CERTIFICATES
AS OF THE CLOSING DATE: $209,486,000
CLASS A-J CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-J Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-J Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class A-J
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-12
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $61,816,000 INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS DEFINED IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y A5 2
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YA521
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE: 24733700
APPROXIMATE AGGREGATE CERTIFICATE NO.: B-[--]
CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES
AS OF THE CLOSING DATE: $61,816,000
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL
SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class B Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class B
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-13
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $27,474,000 SERVICES, INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS DEFINED IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y A6 0
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YA604
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE: 24733726
APPROXIMATE AGGREGATE CERTIFICATE NO.: C-[--]
CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES
AS OF THE CLOSING DATE: $27,474,000
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class C Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class C
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-14
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $41,210,000 SERVICES, INC.
DATE OF POOLING AND SERVICING TRUSTEE: LASALLE BANK NATIONAL
AGREEMENT: AS OF MARCH 16, 2006 ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE PAYING AGENT: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
CUSIP NO.: 46625Y A7 8
CLOSING DATE: MARCH 16, 2006
ISIN NO.: US46625YA786
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE: 24733769
APPROXIMATE AGGREGATE CERTIFICATE NO.: D-[--]
CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES
AS OF THE CLOSING DATE: $41,210,000
CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class D
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class D Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class D
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $10,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL
ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-15
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS E
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASSA-E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $24,040,000 OR AS SERVICES, INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS DEFINED IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D2 1(1), 46625Y C6
DEFINED HEREIN) 8(2), 46625Y E3 3(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D217(1),
US46625YC683(2), US46625YE333(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24733564(1), 24733548(2)
APPROXIMATE AGGREGATE CERTIFICATE NO.: E-[--]
CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES
AS OF THE CLOSING DATE: $24,040,000
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class E Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class E
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-16
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS F
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $34,342,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS DEFINED IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D3 9(1),
DEFINED HEREIN) 46625Y C 76(2), 46625Y E4 1(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D399(1),
US46625YC766(2), US46625YE416(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24733939(1), 24733807(2)
APPROXIMATE AGGREGATE CERTIFICATE NO.: F-[--]
CERTIFICATE BALANCE
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE: $34,342,000
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(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class F Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class F
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-17
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $27,473,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D4 7(1),
DEFINED HEREIN) 46625Y C8 4(2), 46625Y E5 8(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D472(1),
US46625YC840(2), US46625YE580(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734129(1), 24734056(2)
APPROXIMATE AGGREGATE CERTIFICATE NO.: G-[--]
CERTIFICATE BALANCE
OF THE CLASS G CERTIFICATES
AS OF THE CLOSING DATE: $27,473,000
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(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class G
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class G Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class G
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-18
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: VARIABLE IN MASTER SERVICER: GMAC COMMERCIAL
ACCORDANCE WITH THE POOLING AND MORTGAGE CORPORATION
SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $41,211,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D5 4(1), 46625Y C9
DEFINED HEREIN) 2(2), 46625Y E6 6(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D548(1),
US46625YC923(2), US46625YE663(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734188(1), 24734153(2)
APPROXIMATE AGGREGATE CERTIFICATE NO.: H-[--]
CERTIFICATE BALANCE
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE: $41,211,000
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(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class H
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class H Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class H
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-19
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS J
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $13,737,000 OR AS SERVICES, INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D6 2(1),
DEFINED HEREIN) 46625Y D2 6(2), 46625Y E7 4(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D621(1),
US46625YD269(2), US46625YE747(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734269(1),
24734218(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: J-[--]
OF THE CLASS J CERTIFICATES
AS OF THE CLOSING DATE: $13,737,000
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS J CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class J
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class J Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class J
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-20
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS K
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $13,737,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS
DEFINED HEREIN) CUSIP NO.: U48138 D7 0(1),
46625Y D3 4(2), 46625Y E8 2(3)
CLOSING DATE: MARCH 16, 2006
ISIN NO.: USU48138D704(1),
FIRST DISTRIBUTION DATE: US46625YD343(2), US46625YE820(3)
APRIL 12, 2006
COMMON CODE NO.: 24734366(1), 24734323(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS K CERTIFICATES
AS OF THE CLOSING DATE: $13,737,000 CERTIFICATE NO.: K-[--]
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS K CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class K Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class K
Certificates. The Certificates are designated as the X.X. XXXXXX CHASE
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class K Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class K
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-21
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS L
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN MORTGAGE CORPORATION
THE POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $6,868,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D8 8(1),
DEFINED HEREIN) 46625Y D4 2(2), 46625Y E9 0(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D886(1),
US46625YD426(2), US46625YE903(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734471(1), 24734404(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS L CERTIFICATES CERTIFICATE NO.: L-[--]
AS OF THE CLOSING DATE: $6,868,000
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS L CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class L Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class L
Certificates. The Certificates are designated as the X.X. XXXXXX CHASE
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class L Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class L
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-22
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS M
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $3,434,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 D9 6(1),
DEFINED HEREIN) 46625Y D5 9(2), 46625Y F2 4(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138D969(1),
US46625YD590(2), US46625YF249(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734544(1), 24734498(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS M CERTIFICATES CERTIFICATE NO.: M-[--]
AS OF THE CLOSING DATE: $3,434,000
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(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS M CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class M Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class M
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class M Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class M
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
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the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-23
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS N
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $6,869,000 OR AS SERVICES, INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 E2 0(1),
DEFINED HEREIN) 46625Y D6 7(2), 46625Y F3 2(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138E207(1),
US46625YD673(2), US46625YF322(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734633(1), 24734609(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS N CERTIFICATES CERTIFICATE NO.: N-[--]
AS OF THE CLOSING DATE: $6,869,000
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS N CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class N Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class N
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class N Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class N
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
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the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-24
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS P
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS P CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN MORTGAGE CORPORATION
THE POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
DENOMINATION: $6,868,000 OR AS INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 E3 8(1),
DEFINED HEREIN) 46625Y D7 5(2), 46625Y F4 0(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138E389(1),
US46625YD756(2), US46625YF405(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734749(1), 24734650(2)
APPROXIMATE AGGREGATE CERTIFICATE NO.: P-[--]
CERTIFICATE BALANCE
OF THE CLASS P CERTIFICATES
AS OF THE CLOSING DATE: $6,868,000
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS P CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class P Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class P
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class P Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class P
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS P CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
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(Please insert Social Security or other identifying number of Assignee)
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(Please print or typewrite name and address of assignee)
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the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-25
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS NR
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS NR CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE REPRESENTS A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the certificate
registrar for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS
DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR
LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH, A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING
THE ASSETS OF ANY SUCH A PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR
REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF
SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT "PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE,
THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE PAYING
AGENT, THE INITIAL PURCHASERS OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR
ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND
SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A CERTIFICATE
THAT IS A BOOK ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A
PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
EACH PURCHASER OF THIS CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE, BY
PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO
COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. EACH PURCHASER OF THIS CERTIFICATE THAT IS A DEFINITIVE CERTIFICATE
SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY
IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH
TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.(1)
PASS-THROUGH RATE: 5.1460%, SUBJECT MASTER SERVICER: GMAC COMMERCIAL
TO A MAXIMUM RATE AS DESCRIBED IN THE MORTGAGE CORPORATION
POOLING AND SERVICING AGREEMENT
SPECIAL SERVICER: MIDLAND LOAN
DENOMINATION: $30,908,510 OR AS SERVICES, INC.
OTHERWISE SET FORTH ON SCHEDULE A
HERETO TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MARCH 16, 2006 PAYING AGENT: LASALLE BANK NATIONAL
ASSOCIATION
CUT-OFF DATE: AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT (AS CUSIP NO.: U48138 E4 6(2),
DEFINED HEREIN) 46625Y D8 3(2), 46625Y F5 7(3)
CLOSING DATE: MARCH 16, 2006 ISIN NO.: USU48138E462(1),
US46625YD830(2), US46625YF579(3)
FIRST DISTRIBUTION DATE:
APRIL 12, 2006 COMMON CODE NO.: 24734846(1), 24734820(2)
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE
OF THE CLASS NR CERTIFICATES CERTIFICATE NO.: NR-[--]
AS OF THE CLOSING DATE: $30,908,510
----------
(1) For Book-Entry Regulation S Investors Only.
(2) For Book-Entry Rule 144A Only.
(3) For Institutional Accredited Investors Only.
CLASS NR CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain on Sale Account and the REO Accounts, formed
and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class NR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class NR
Certificates. The Certificates are designated as the X.X. XXXXXX XXXXX
COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14 and are issued in the classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended
(the "Code"). Each Holder of this Certificate, by acceptance hereof, agrees to
treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the Paying
Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class NR Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class NR
Certificates will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an
additional amount equal to the remainder of the initial Certificate Balance of
such Class.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS NR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon Remaining Certificate
transfer of, an interest in this Balance of Book-Entry Notation
Date Book-Entry Certificate Certificate Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-26
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION
4975 OF THE CODE. OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA,
OR A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, FOR WHICH NO ELECTION
HAS BEEN MADE UNDER SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY OF SUCH PERSON
OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
TREASURY REGULATIONS.
PERCENTAGE INTEREST EVIDENCED BY THIS MASTER SERVICER: GMAC COMMERCIAL
CERTIFICATE: 100% MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN
AGREEMENT: AS OF MARCH 16, 2006 SERVICES, INC.
CUT-OFF DATE: AS SET FORTH IN THE TRUSTEE: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
PAYING AGENT: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 16, 2006 ASSOCIATION
FIRST DISTRIBUTION DATE: CUSIP NO.: 46625Y N2 5
APRIL 12, 2006
ISIN NO.: US46625YN250
CLASS R PERCENTAGE INTEREST: 100%
CERTIFICATE NO.: R-[--]
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class R Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class R
Certificates shall be the "tax matters person" for the Upper-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent in
an amount equal to such Person's pro rata share (based on the Percentage
Interest represented by this Certificate) and to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the
Distribution Date to the Person in whose name this Certificate is registered as
of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee under Section 5.02(d) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The
rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions: (A) No Person holding or
acquiring any Ownership Interest in a Class R Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Master Servicer, the
Trustee and the Certificate Registrar of any change or impending change to such
status; (B) In connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to
it, and no Transfer of any Class R Certificate shall be registered until the
Certificate Registrar receives, an affidavit substantially in the form attached
to the Pooling and Servicing Agreement as Exhibit D-1 (a "Transfer Affidavit")
from the proposed Transferee, in form and substance satisfactory to the
Certificate Registrar, representing and warranting, among other things, that
such Transferee is not a Disqualified Organization or Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person, and that it has reviewed the provisions
of Section 5.02(d) of the Pooling and Servicing Agreement and agrees to be bound
by them; (C) Notwithstanding the delivery of a Transfer Affidavit by a proposed
Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge that the proposed Transferee is a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee shall be
effected; and (D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (1) to require a Transfer Affidavit from any
prospective Transferee to whom such Person attempts to transfer its Ownership
Interest in such Class R Certificate and (2) not to transfer its Ownership
Interest in such Class R Certificate unless it provides to the Certificate
Registrar a letter substantially in the form attached to the Pooling and
Servicing Agreement as Exhibit D-2 (a "Transferor Letter") certifying that,
among other things, it has no actual knowledge that such prospective Transferee
is a Disqualified Organization, an Agent thereof, an ERISA Prohibited Holder or
a Non-U.S. Person.
The Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT A-27
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
TRUST 2006-CIBC14
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-CIBC14, CLASS LR
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR THE LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION
4975 OF THE CODE. OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA,
OR A CHURCH PLAN, AS DEFINED IN SECTION 3(33) OF ERISA, FOR WHICH NO ELECTION
HAS BEEN MADE UNDER SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF
ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR
INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY OF SUCH PERSON
OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY
PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS
CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
TREASURY REGULATIONS.
PERCENTAGE INTEREST EVIDENCED BY THIS MASTER SERVICER: GMAC COMMERCIAL
CERTIFICATE: 100% MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MARCH 16, 2006 INC.
CUT-OFF DATE: AS SET FORTH IN THE TRUSTEE: LASALLE BANK NATIONAL
POOLING AND SERVICING AGREEMENT (AS ASSOCIATION
DEFINED HEREIN)
PAYING AGENT: LASALLE BANK NATIONAL
CLOSING DATE: MARCH 16, 2006 ASSOCIATION
FIRST DISTRIBUTION DATE: CUSIP NO.: 46625Y N3 3
APRIL 12, 2006
ISIN NO.: US46625YN334
CLASS LR PERCENTAGE INTEREST: 100%
CERTIFICATE NO.: LR-[--]
CLASS LR CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community mortgage
loans (the "Mortgage Loans"), all payments on or collections in respect of the
Mortgage Loans due after the Cut-off Date, all REO Properties and revenues
received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, the
Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts,
formed and sold by
X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES
CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN X.X.
XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE MASTER SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
is the registered owner of the interest evidenced by this Certificate in the
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), among X.X. XXXXXX XXXXX COMMERCIAL MORTGAGE SECURITIES CORP.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Master Servicer,
the Special Servicer and the Paying Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the X.X. XXXXXX CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14 and are issued
in the classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee and the Paying
Agent. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class LR Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class LR
Certificates shall be the "tax matters person" for the Lower-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent in
an amount equal to such Person's pro rata share (based on the Percentage
Interest represented by this Certificate) and to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the
Distribution Date to the Person in whose name this Certificate is registered as
of the related Record Date. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.
The Certificates are limited in right of payment to, among other things,
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held on behalf of the Trustee on behalf of the
Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the applicable Certificate Account) or the
Paying Agent (with respect to the Distribution Accounts) will be authorized to
make withdrawals therefrom. Amounts on deposit in such accounts may be invested
in Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to the Master Servicer as set forth in the
Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class of
Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder has provided the Paying Agent
with wire instructions in writing at least five Business Days prior to the
related Record Date, by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor. The final distribution on this Certificate shall be made in
like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of the
failure of Certificateholders to tender their Certificates shall be set aside
and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for
registration of transfer at the office of the Certificate Registrar or at the
office of its transfer agent, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer in form satisfactory
to the Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized Denominations will be issued to the
designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a Class LR
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee under Section 5.02(b) of the Pooling and
Servicing Agreement to deliver payments to a Person other than such Person. The
rights of each Person acquiring any Ownership Interest in a Class LR Certificate
are expressly subject to the following provisions: (A) No Person holding or
acquiring any Ownership Interest in a Class LR Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Master Servicer, the
Trustee and the Certificate Registrar of any change or impending change to such
status; (B) In connection with any proposed Transfer of any Ownership Interest
in a Class LR Certificate, the Certificate Registrar shall require delivery to
it, and no Transfer of any Class LR Certificate shall be registered until the
Certificate Registrar receives, an affidavit substantially in the form attached
to the Pooling and Servicing Agreement as Exhibit D-1 (a "Transfer Affidavit")
from the proposed Transferee, in form and substance satisfactory to the
Certificate Registrar, representing and warranting, among other things, that
such Transferee is not a Disqualified Organization or Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person, and that it has reviewed the provisions
of Section 5.02(d) of the Pooling and Servicing Agreement and agrees to be bound
by them; (C) Notwithstanding the delivery of a Transfer Affidavit by a proposed
Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge that the proposed Transferee is a Disqualified Organization or an
Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person, no Transfer of
an Ownership Interest in a Class LR Certificate to such proposed Transferee
shall be effected; and (D) Each Person holding or acquiring any Ownership
Interest in a Class LR Certificate shall agree (1) to require a Transfer
Affidavit from any prospective Transferee to whom such Person attempts to
transfer its Ownership Interest in such Class LR Certificate and (2) not to
transfer its Ownership Interest in such Class LR Certificate unless it provides
to the Certificate Registrar a letter substantially in the form attached to the
Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor Letter")
certifying that, among other things, it has no actual knowledge that such
prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
The Class R and Class LR Certificates will be issued in fully registered,
certificated form, in Denominations representing Percentage Interests of not
less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling and Servicing Agreement other than for transfers
to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In
connection with any transfer to an Institutional Accredited Investor, the
Transferor shall reimburse the Trust for any costs (including the cost of the
Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by
the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
The Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the Paying Agent, the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time by
the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, without the consent of any of the Certificateholders or the
Companion Holders, to cure any ambiguity to the extent that it does not
materially and adversely affect any Certificateholder or Companion Holder; to
cause the provisions in the Pooling and Servicing Agreement to conform or be
consistent with or in furtherance of the statements made in the Prospectus with
respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any of its provisions which may be inconsistent with
any other provisions therein or to correct any error to the extent, in each
case, it does not materially and adversely affect the interests of any
Certificateholder or Companion Holder; to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC, or the Grantor Trust as a grantor trust at all times that any Certificate
is outstanding or to avoid or minimize the risk of the imposition of any tax on
the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either of
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any
such tax and such action will not adversely affect in any material respect the
interests of any Certificateholder or any Companion Holder; to change the timing
and/or nature of deposits into the Certificate Account, any Distribution
Accounts or REO Account, provided that the P&I Advance Date shall in no event be
later than the Business Day prior to related Distribution Date, such change
shall not, as evidenced by an Opinion of Counsel (at the expense of the party
requesting such amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Paying Agent), adversely affect in any material
respect the interests of any Certificateholder or any Companion Holder and such
change shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates as evidenced by a
letter from each Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(c) of the Pooling and Servicing Agreement or any
other provision hereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Certificateholder or Companion Holder not
consenting thereto and result in the downgrade, withdrawal or qualification of
the then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency; to amend or supplement any provision of the
Pooling and Servicing Agreement to the extent necessary to maintain the rating
or ratings assigned to each Class of Certificates by each Rating Agency,
provided that such change shall not result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of Certificates,
as evidenced by a letter from each Rating Agency to such effect; to modify the
provisions of Sections 3.05 and 3.19 of the Pooling and Servicing Agreement
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts) if the Depositor, the Master Servicer, the Trustee and
the Directing Certificateholder determine that the commercial mortgage backed
securities industry standard for such provisions has changed, in order to
conform to such industry standard, such modification does not adversely affect
the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as
evidenced by an Opinion of Counsel and each Rating Agency has delivered written
confirmation that such modification would not result in the downgrade,
withdrawal or qualification of any of the then current ratings of any Class of
Certificates; provided that no such amendment changes in any manner the
obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement
without the consent of such Mortgage Loan Seller or adversely affect any
Companion Holder without the consent of such Companion Holder.
The Pooling and Servicing Agreement may also be amended from time to time
by the Trustee, the Paying Agent, the Depositor, the Master Servicer and the
Special Servicer, with the consent of the Holders of Certificates evidencing in
the aggregate not less than 66(2)/3% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the Holders of
Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate or which are required to be
distributed to a Companion Holder, without the consent of such Companion
Holder; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment or
remove the requirement to obtain consent of the Companion Holders, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding or the Companion Holders, as applicable; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) change in any manner the obligations of any Mortgage Loan
Seller under a Mortgage Loan Purchase Agreement without the consent of the
applicable Mortgage Loan Seller; or
(v) without the consent of 100% of the Certificateholders and all
the Companion Holders or written confirmation that such amendment would
not result in the downgrading, qualification or withdrawal of ratings
assigned to any Class of Certificates by any Rating Agency, amend the
Servicing Standards.
Notwithstanding the foregoing, none of the Trustee, the Paying Agent, the
Depositor, the Master Servicer nor the Special Servicer will be required to
consent to any amendment to the Pooling and Servicing Agreement without having
first received an Opinion of Counsel (at the Trust Fund's expense) to the effect
that such amendment is permitted under the Pooling and Servicing Agreement and
that such amendment or the exercise of any power granted to the Master Servicer,
the Depositor, the Special Servicer, the Trustee, the Paying Agent or any other
specified person in accordance with such amendment will not result in the
imposition of a tax on any portion of the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to
fail to qualify as a grantor trust.
The Master Servicer, the Special Servicer, the Holders of the Majority of
the Controlling Class or the Holders of the Class LR Certificates may, at their
option, upon 60 days' prior notice given to the Trustee, the Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, purchase all,
but not less than all, of the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund, and thereby effect
termination of the Trust Fund and early retirement of the then outstanding
Certificates, on any Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
reduced to less than 1% of the aggregate Cut-off Date Principal Balance of all
the Mortgage Loans.
Following the date on which the Offered Certificates retire, the Sole
Certificateholder may, at its option exchange all of its Certificates (other
than the Class S and the Residual Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the
Pooling and Servicing Agreement.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to
the Court of St. Xxxxx, living on the date hereof.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate
to be duly executed under this official seal.
LASALLE BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By:_______________________________
AUTHORIZED SIGNATORY
Dated: March 16, 2006
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE BANK NATIONAL
ASSOCIATION,
Authenticating Agent
By:_______________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship
and not as tenants
in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
---------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
--------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------------
Dated: NOTICE: The signature to this
--------- assignment must correspond with
the name as written upon the face
of this Certificate in every
particular without alteration or
enlargement or any change whatever.
-------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________ for the account of
__________________________________ account number _______________ or, if mailed
by check, to _______________________________________. Statements should be
mailed to _______________________________________________________________. This
information is provided by assignee named above, or _________________________ ,
as its agent.
EXHIBIT B
JPMCC 2006-CIBC14
Mortgage Loan Schedule (Combined)
Loan # Mortgagor Name
------ --------------
1 HG Galleria I, II, III, L.P., SA Galleria IV, L.P.
2 Rushmore One, LLC, Ballantyne One, LLC, Ballantyne Two, LLC, Ballantyne Three, LLC, Brixham Green
One, LLC, Brixham Green Two, LLC, Brixham Green Three, LLC, Xxxxxxxx Building, LLC, Cullman Park,
LLC, Rushmore Two, LLC, Xxxxxxxx Building, LLC, Hall Buildi
2.01 Rushmore One, LLC
2.02 Xxxxxxxx Building, LLC
2.03 Ballantyne Three, LLC
2.04 Xxxxxxx Building, LLC
2.05 Xxxxx Building, LLC
2.06 Cullman Park, LLC
2.07 Brixham Green One, LLC
2.08 Brixham Green Three, LLC
2.09 Ballantyne One, LLC
2.10 Ballantyne Two, LLC
2.11 Xxxxxxxxxx Building, LLC
2.12 Brixham Green Two, LLC
2.13 Bissell Hotels 5, LLC
2.14 Xxxxxxxx Building, LLC
2.15 Hall Building, LLC
2.16 Bissell Hotels 6, LLC
2.17 Rushmore Three, LLC
2.18 Rushmore Two, LLC
2.19 Xxxx Building, LLC
2.20 Rushmore Four, LLC
2.21 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
3 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
4 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
5 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
6 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
7 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
8 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
9 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
10 CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
11 LHL Realty PH, LLC
12 CJF1 LLC
12.01 CJF1 LLC
12.02 CJF1 LLC
12.03 CJF1 LLC
12.04 CJF1 LLC
12.05 CJF1 LLC
12.06 CJF1 LLC
12.07 CJF1 LLC
12.08 CJF1 LLC
12.09 CJF1 LLC
12.10 CJF1 LLC
12.11 CJF1 LLC
12.12 CJF1 LLC
12.13 CJF1 LLC
12.14 CJF1 LLC
12.15 CJF1 LLC
12.16 CJF1 LLC
13 AG/ARG Avion, L.L.C.
13.01 AG/ARG Avion, L.L.C.
13.02 AG/ARG Avion, L.L.C.
13.03 AG/ARG Avion, L.L.C.
13.04 AG/ARG Avion, L.L.C.
13.05 AG/ARG Avion, L.L.C.
13.06 AG/ARG Avion, L.L.C.
13.07 AG/ARG Avion, L.L.C.
00 Xxxxxxx Xxxxxxxx XX, Xxxxxxxx Meridian LP, Temple Meridian LP
14.01 Lakewood Meridian LP
14.02 Temple Meridian LP
14.03 Boulder Meridian LP
15 PCDT, LP
16 000 Xxxxx Xxxxxx LLC
17 Concord Commons, LLC
18 San Antonio CP, Ltd.
00 Xxxxx Xxxx Associates West, L.L.C.
20 Rancho Keystone Park, LLC
21 Estancia at Morningstar, L.P.
22 St. Louis Financial Associates, LLC
23 Hometown Cloverleaf, L.L.C.
24 0000 Xxxxx Xxxx Associates III
00 Xxxxx Xxxxx at Rahway, LLC
26 Canyon Portal II, L.L.C.
27 Flamingo East Ltd.
00 XX Xxxxxxxx (XX) Limited Partnership
28.01 MK Landlord (DE) Limited Partnership
28.02 MK Landlord (DE) Limited Partnership
28.03 MK Landlord (DE) Limited Partnership
28.04 MK Landlord (DE) Limited Partnership
28.05 MK Landlord (DE) Limited Partnership
00 Xxxxx Xxx Xxxxx XXX
00 Xxxxxxx XXX LLC
00 Xxxxxx Xxxxxxxxxx, LLC
00 X & X Xxxxxx Xxxxxx LLC
33 CRP Holdings MD, LLC
34 Campus Pointe Associates LLC
35 000 Xxxxxx Xxxxxx LLC
36 450 ICA Partners L.P.
37 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
37.01 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
37.02 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
37.03 Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
38 DTWR LLC
39 Hometown Santa Xxxxxxx, L.L.C.
40 Thoroughbred Xxxxxxxx House LLC
41 Natomas Village Partners, LLC
00 Xxxxxxxx Xxxxx Xxxxxxxxxx, X.X.X.
00 XX Xxxx Xxxxx Station Apartments I, LLC, et al
44 Xxxx A, LLC
45 Xxxxxx Island Sun, LLC
46 Coshocton Xxxxxxxxx LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
46.01 Coshocton Xxxxxxxxx LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
46.02 Coshocton Xxxxxxxxx LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
46.03 Coshocton Xxxxxxxxx LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
47 F & S Metro Corporate Center, LLC
48 Goldsboro Crossing LLC
49 2850 Appleton Associates, L.P.
00 XxxXxx Xxxxxx, Xxx.
00 Xxxxx Xxxxx-Xxxxxx, LLC and Nebraska Partners-Oregon, LLC
52 Atlas Ventures, LLC
00 Xxx XxXxxxx LLC
54 Xxxxxxxx\Xxxxx Ownership Group, L.L.C.
55 Vista Associates, Ltd.
56 Tower City Hotel Associates Limited Partnership
57 Kimco Horsham, LP
58 York Nevada Management South, LLC
59 Green Trails Venture, LLC
60 Tulane Holdings, LLC
61 32 W. 39th Midtown Properties, LLC
62 Viva Branchburg, L.L.C.
63 Grant One Associates, L.P.
64 Xxxxxxx-2540 Route 130 Associates, L.P.
00 Xxxxxx Xxxxx Associates-Grand Rapids, L.L.C.
66 Allendale Shopping LLC
67 Pickwick SK Realty, LLC
68 Fiesta III, LLC
00 Xxxxxxx Xxxxx II, LLC
70 Salem SK Realty, LLC
00 Xxxxxxxx Xxx Townhouse Apartments, LLC
72 RPD Houston Building, LP
00 Xxx Xxxxxxxxxxx Xxxxx L.L.C.
74 000 Xxxx Xxxx LLC
75 Canal Holdings, L.L.C.
00 Xxxxxx Xxxxxx LLC
77 00000-00 Xxxx Xx. Xxxxxxxx, LLC
78 GCD Partners, LLC
79 Sherwood Marketplace, LLC
80 Fiesta I, LLC
81 Beechmont Realty Associates, LLC
82 407 Broad/Canal LLC
00 Xxxxxxxx Xxxxxxxxx Associates, LLC
84 Attic Plus Storage IV, LLP
84.01 Attic Plus Storage IV, LLP
84.02 Attic Plus Storage IV, LLP
84.03 Attic Plus Storage IV, LLP
84.04 Attic Plus Storage IV, LLP
84.05 Attic Plus Storage IV, LLP
84.06 Attic Plus Storage IV, LLP
85 DBL Axel, LLC
86 Irwindale Arrow Investors, LLC
87 The Crossing at 288 Phase I, Ltd.
88 Xxxxxxxx Xxxxxxx, LLC
89 Xxxxxxxxx Xxxxxxx II, LLC
90 One Eleven Tampa, LLC
91 Wyckford SK Realty, LLC
00 Xxxxxx Xxxxxx Crossing, LLC
93 Chartre Oaks, LLC
93.01 Chartre Oaks, LLC
93.02 Chartre Oaks, LLC
94 000 Xxxxx Xxxxxx L.L.C.
95 Lafayette Plaza, LLC
96 Prompt Realty, LLC
97 Xxxxx Hospitality, Ltd.
00 Xxxxxx Xxxxx xx Xxxxxxxxxxx XX
00 Summit Finance, LLC
100 Abington Equity Partners, LLC
000 Xxxxxxxx Xxxxx Xxxx, L.L.C.
102 Aims Development Corp.
102.01 Aims Development Corp.
102.02 Aims Development Corp.
102.03 Aims Development Corp.
102.04 Aims Development Corp.
102.05 Aims Development Corp.
102.06 Aims Development Corp.
000 Xxxxxxxx Xxxxx LLC
104 XX Xxxxxx Realty, Inc.
105 K & F Property Strongsville, LLC
106 Xxxxxxxxxx Building, LLC
107 Lynns Regent, LLC
108 Yacoel Investments II, LLC
000 Xxxxxxxx Xxxxxxx Xxxxxxx, L.L.C.
000 Xxxxxxxxx XX Xxxxxx, Ltd.
111 Safe Storage, Inc, Another Safe Storage, LLC, Another Self-Storage, LLC
111.01 Another Safe Storage, LLC
111.02 Another Safe Storage, LLC
111.03 Safe Storage, Inc.
112 Yacoel Investments III, LLC
000 Xxxxxxxx Xxxxxxx Xxxxxxx, L.L.C.
000 Xxxxxx Xxxxxxx, LLC
115 HEG Kokomo, L.L.C.
116 Brookwood - Xxxxx, L.L.C.
000 Xxxx Xxxxx Xxxxxx, LLC
118 SouthMetro Centers V, LLC
119 Realmark-Fountains, L.L.C.
000 Xxxxxxxx Xxxxxxxxxx Xxxxxxx, L.L.C.
121 914 Xxxxxxx XX
122 Xxxxxxxxx Properties LLC
123 Living Defense, LLC
124 KBP Group III, LP
125 K & F Property Alliance, LLC
126 Xxxxxx at Wall 1, LLC
127 The Cliffs #1 Limited Partnership
000 Xxxxxxxx Xxxxxx Xxxx Colony, L.L.C.
129 First Choice Hotel Holdings, Inc.
000 Xxxxxx Xxxxxxxx Xxxxx II, LLC
131 Avalon Plaza, LLC
132 BACE, LLC
133 Xxxxxxxxx-Glades, LLC
134 City Line Associates Limited Partnership
000 Xxxxxxxxx Xxxxxxxxxx, Ltd.
000 Xxxxxxx Xxxxxx Associates Limited Partnership
137 MHK Jacksonville LLC
138 Big Sky Real Properties, L.L.C.
139 Diho Houston, L.L.C.
140 Bridge Commercial Partners Fund III, LLC
141 Parc Val Partners
142 CCSG, LLC
143 Xxxxxxx Realty Partnership a Limited Partnership
144 Shelby Crossing Apartments, LLC
000 Xxxxx Xxxxxx Associates, Inc.
000 Xxxxxxxx Xxxxxxx, X.X.X.
147 RS Summer Chase Apartments I, LLC, et al
000 Xxxxxxxxxxx Xxxx Lone Star, L.P.
000 Xxxxxxxx Xxxxxx Associates, LLC
150 Kragen Properties, LLC
151 Hometown Skyway, L.L.C.
152 ZP No. 165, LLC
153 Cedar Retail Investment LLC
154 MBC Realty LLC
155 New Candlelight Apartments, LLC
156 Xxxxxxx Partners, LLC
000 Xxxxxx X. Xxxxx, Trustee of the Xxxx Xxxxx Survivor's Trust Dated April 26, 1997
158 South Tech Xxxxxxx 3040C, LLC
159 G&L Glastonbury, LLC
160 R&D Majestic LLC
160.01 R&D Majestic LLC
160.02 R&D Majestic LLC
160.03 R&D Majestic LLC
160.04 R&D Majestic LLC
161 BC MHP LP
162 Lakefront 17, LLC
163 Campus Crossing, LLC
163.01 Campus Crossing, LLC
163.02 Campus Crossing, LLC
163.03 Campus Crossing, LLC
163.04 Campus Crossing, LLC
164 Dover Silver Lakes LLC
000 Xxxxxx Xxxx, XX
000 000 Xxxxxx Xxxx Drive, LLC
167 Empire Ellipse, LLC
168 000 Xxxxxxxxx Xxxx LLC
169 000 Xxxxx Xxxxxx L.L.C.
170 Xxxx Club Apartments, LLC
171 SC Northwest Crossing I Limited Partnership
172 Greenfield Partners, LP
173 10 Neptune LLC
174 Origin Saginaw, LLC and BGM Pecos Pads, Inc.
000 Xxx Xxxxxx Xxx 0000, XX
176 JL Arrowhead Fountains, LLC, GS Arrowhead Fountains, LLC, JNS Arrowhead Fountains, LLC and ATZT Arrowhead Fountains, LLC
177 Calx, Ltd
178 TPlus Limited II
000 Xxxxxx Xxxx Xxxxxxx, L.L.C.
000 XXXX 725 Southern LLC
000 Xxxxxxxxx Xxxxxxx Xxxxxxx, LLC, Camelback Black Mountain Investment, LLC, JTL Camelback, LLC
000 XX-Xxxxxxxxx 000xx & Xxxx LLC
183 FAUR WPC (OH) LLC
184 Marketplace Lofts Retail, LLC
185 Maple 108 Associates, Limited Partnership
186 AP-Amsterdam 754 Manida LLC
187 JAB Realty LLC
188 Xxxxxx Xxxxx, L.P.
189 Yacoel Investments, LLC
190 Frost LLC
191 Belvedere Properties, LLC
192 Xxxxx Technology Centre LLC
193 Benchmark West, LLC
194 RCP Richmond, LLC
195 AP-Amsterdam 3035 Xxxxxxx LLC
196 ELJABE, LLC
197 Big Tree Self Storage, LLC
198 THMB 1935 Bergen LLC
Loan # Property Address City State Zip Code County
------ ---------------- ---- ----- -------- ------
1 0000 Xxxxxxxxxx Xxxx Xxxxxxx T 00000 Xxxxxx
0 Xxxxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.01 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.02 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.03 00000 Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.04 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.05 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.06 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.07 00000 Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.08 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.09 00000 Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.10 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.11 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.12 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.13 00000 Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.14 00000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.15 00000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.16 00000 Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.17 00000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.18 00000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.19 00000 Xxxx X. Xxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.20 00000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 00000 Mecklenburg
2.21 Various Various Various Various Various
3 7909, 7865, 7875 & 0000 Xxxxxxxxxx Xxxx Xxxxxxx X 00000 Xxxxxx
4 00000 Xxxxxx Xxxxx Xxxx Xxxxxx XX 00000 Fairfa
5 0000 XxXxxxxxx Xxxxxx Xxxx Xxxxxxxxxxxxx XX 00000 Gwinnett
6 550, 1000, 1050, 1400-1440, 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxxxxx XX 00000 Xxxx
0000 Xxxxxx Xxxxx and 000 Xxxxxxxx Xxxxx
7 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 DuPage
8 0000 Xxxxxxx Xxxx and 0000 Xxx Xxxxx Xxxxxxx Xxxxxx Xxxx XX 00000 Xxxxxxx
9 00000-00000 XX 000xx Xxxxxx and 19800-19874 000xx Xxxxx XX Xxxxxxxxxxx XX 00000 King
10 1950 - 0000 Xxxxxxx Xxxx Xxxxxxxx XX 00000 Xxxx
11 000 X Xxxxxx XX Xxxxxxxxxx XX 00000 District of Columbia
12 Various Various Various Various Various
12.01 21705-21707 Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxx XX 00000 Will
12.02 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 XxXxxxx
12.03 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000 DuPage
12.04 W165 X0000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx XX 00000 Waukesha
12.05 000 Xxxx 000xx Xxxxxx Xxxxxxx XX 00000 Xxxx
12.06 00000 Xxxxx Xxxxxxxx Xxxx Xxxxxx XX 00000 Will
12.07 0000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 Lake
12.08 0000-0000 Xxxxxxxxx Xxxxxx Xxx Xxxxx Xxxxxxx XX 00000 Xxxx
12.09 0000 Xxxx 00xx Xxxxxx Xxxxxxx Xxxx XX 00000 Xxxx
12.10 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxx XX 00000 Xxxx
12.11 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Xxxx
12.12 00000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx XX 00000 Xxxx
12.13 000-000 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx XX 00000 DuPage
12.14 000 Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 DuPage
12.15 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Xxxx
12.16 00000 Xxxxx Xxxxx Xxxxx Xxxx Xxxxxx XX 00000 Xxxx
00 Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.01 00000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.02 0000 Xxxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.03 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.04 0000 Xxxxxxxx Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.05 00000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.06 00000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
13.07 00000 Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Fairfa
14 Various Various Various Various Various
14.01 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx XX 00000 Jefferson
14.02 0000 Xxxxx 00xx Xxxxxx Xxxxxx X 00000 Xxxx
14.03 000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 Boulder
15 0000 Xxxxx Xxxxxx Xxxxxxx Plano T 75093 Collin
16 000 Xxxxx Xxxxxx Xxx Xxxx XX 00000 New York
17 000 Xxxxxxx Xxxxxxx Xxxxx, XX Xxxxxxx XX 00000 Cabarrus
18 0000 XX Xxxx 000 Xxx Xxxxxxx T 78213 Bexar
19 0000 Xxxxx Xxxx Xxxxxxxxx XX 00000 Xxxxx Xxxxx
00 00000 Xxxxx Xxxxxxx Expressway Xxxxxx X 00000 Xxxxxx
21 0000 Xxxxxxxxxxx Xxxxxxxxx Xxx Xxxxxx X 00000 Xxxxxx
22 000 Xxxxx 0xx Xxxxxx Xx. Xxxxx XX 00000 Saint Louis City
23 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Hernando
24 0000 Xxxxx Xxxx Xxxxxxxx Xxxx XX 00000 Santa Xxxxx
25 000-000 Xxxxx Xxxxxx Xxxxxx XX 0000 Union
26 000 Xxxxx Xxxxxxx 00X Xxxxxx XX 00000 Coconino
27 000 Xxxx 00xx Xxxxxx Xxxxxxx XX 00000 Miami-Dade
28 Various Various Various Various Various
28.01 0000 Xxxxxxxxx Xxxx Xxxx XX 00000 Xxxxx
28.02 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Xxxxxxx
28.03 0000 Xxxxxx Xxxxx 00 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 Montgomery
28.04 0000 Xxxxx Xxxxx 000 Xxxx XX 00000 LaSalle
28.05 0000 Xxxxxxxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
29 0000-0000 Xxxx Xxxxx Xxxxxx and 000-000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx Xxx XX 00000 Xxxxx
30 000-00 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Queens
31 11201 - 00000 Xxxxxx Xxxxxx Xxxxxxx XX 00000 San Bernardino
32 00 0xx Xxxxxx Xxxxxxxx XX 00000 Kings
33 7401 and 0000 Xxxxxx Xxxxxxxxx, 0000 and 0000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 Prince George's
34 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000 Xxxxxxxxxx
35 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 Davidson
36 000 Xxxxx Xxxx Xxxxxxxx XX 00000 Bucks
37 Various Various UT Various Various
37.01 000 Xxxxx 0000 Xxxx and 000 Xxxxx 0000 Xxxx Xxxx XX 00000 Utah
37.02 0000 Xxxxx 000 Xxxx Xxxx XX 00000 Utah
37.03 000 Xxxxx Xxxxxxx 00 Xxxxx Xxxx Xxxx XX 00000 Xxxxx
38 00 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 Xxxxx
39 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxx XX 00000 Xxxxxxx
40 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxx XX 00000 Fayette
41 3810 -0000 Xxxxxx Xxxx Xxxxxxxxxx XX 00000 Sacramento
42 00000 Xxxxxxxx Xxxxx Xxxx Xxxxxx Xxxx XX 00000 Ottawa
43 0000 Xxxxxxxxxx Xxx Xxxxxxxxxx XX 00000 Madison
44 0000 Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000 Dubuque
45 000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000 Berkeley
46 Various Various OH Various Various
46.01 000 Xxxxx Xxxxx Xx. Xxxxxx XX 00000 Kno
46.02 000 Xxxx Xxxxx Xxxxxxxxx XX 00000 Licking
46.03 0000 Xxxxxxx Xxxxx Xxxxxx XX 00000 Madison
47 0000 Xxxxxxx Xxxxx Xxx Xxxxx XX 00000 San Mateo
48 1205 - 0000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000 Xxxxx
49 0000 Xxxxxxxx Xxxxxx Xxxx Xxxx XX 00000 Cumberland
50 0000 Xxxxx Xxxxxx Xxxxxx XxXxxxx X 00000 Xxxxxxx
51 00000 XX Xxxxxxxx Xxx Xxxxxxxxx XX 00000 Washington
52 000 Xxxxxxxxx Xxxxx Xxxxxxxx XX 00000 Richland
53 0000-0000 Xxxx Xxxxxx Xxx Xxxxxxxx XX 00000 Queens
00 Xxx Xxxx Xxxxxx Xxxxxxxxx XX 00000 Champaign
55 0000 XX 000xx Xxxxxx Xxxxxxx XX 00000 Miami-Dade
56 000 Xxxx Xxxxx Xxxx Xxxxxxxxx XX 00000 Cuyahoga
57 000 Xxxxxxx Xxxx Xxxxxxx XX 00000 Montgomery
58 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx Xxx Xxxxx XX 00000 Xxxxx
59 0000-0000 Xxxxx Xxxxxx Xxxxx XX 00000 DuPage
60 0000 Xxxxxx Xxxx Xxxx Xxxx XX 00000 Desoto
61 00 Xxxx 00xx Xxxxxx Xxx Xxxx XX 00000 New York
62 0000 Xxxxx 00 Xxxx Xxxxxxxxxx XX 0000 Somerset
63 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000 Philadelphia
64 0000 Xxxxx 000 Xxxxxxxx XX 0000 Middlese
65 0000-0000 00xx Xxxxxx XX and 0000-0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxx XX 00000 Kent
66 0 Xxxxxxxx Xxxx and 000 Xxxxx Xxxxxx Xxxxxxxxxx XX 0000 Berkshire
67 0000 Xxxxxx Xxxx Xxxxx Xxxxx Xxxxxxxxxxxx XX 00000 Xxxxxx
68 0000-0000 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxx XX 00000 Los Angeles
69 0000 Xxxxx Xxxx Xxxxxxxxxxx XX 00000 Xxxx
70 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 Xxxxxx
71 0000 Xxxxx Xxxxx Xxxxxxxxxxx XX 00000 Berkeley
72 0000-0000 Xxxxx Xxxxxx Xxxxxxx T 77002 Xxxxxx
73 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Xxxx
74 000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxxxx XX 0000 Middlese
75 000 Xxxxx Xxxxxx Xxx Xxxx XX 00000 New York
76 000 Xxxxx Xxxxxx Xxxxx XX 00000 Bronx
77 00000-00000 Xxxx Xxxxxx Xxxxxxxx XX 00000 San Bernardino
78 000-000 Xxxx Xxxxxx Xxxxx Xxxxxxx Xxxx XX 00000 Sonoma
79 00000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 Washington
80 0000-0000 Xxxx Xxxxxxxx Xxxxxx, 0000 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxx XX 00000 Los Angeles
81 8080, 8104 and 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Xxxxxxxx
82 000 Xxxxxxxx Xxx Xxxx XX 00000 New York
83 0000 Xxxxxxxx Xxxxxxxxx Xxx Xxxxxxx XX 00000 Los Angeles
84 Various Various AL Various Various
84.01 0000 Xxxxxxx 000 Xxxxxxxxxx XX 00000 Shelby
84.02 0000 Xxxxxx Xxxx Xxxxxxxxxx XX 00000 Jefferson
84.03 000 Xxxx Xxxxxx Xxxx Xxxxxxxx XX 00000 Jefferson
84.04 0000 Xxxxxx Xxxx Xxxxxxxxxx XX 00000 Jefferson
84.05 0000 Xxxxxx Xxxxxxx Xxxxxx XX 00000 Shelby
84.06 0000 Xxxxxx Xxxxxxx Xxxxxx XX 00000 Shelby
85 000 Xxxx Xxxx Xxxxxxx Xxxxxxxxxxxx XX 00000 Dearborn
86 16021-16031 Xxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Los Angeles
87 00000 Xxxxxxxx Xxxxxxxx T 77584 Brazoria
88 8220 and 0000 Xxxxxxx Xxxxx Xxxxxx XX 00000 Xxxxxx
89 00000 Xxxxxxx Xxxxxxx Xxxxx Xxxxx XX 00000 East Baton Rouge
90 0000 Xxxx XxXxxxx Xxxxxx Xxxxx XX 00000 Hillsborough
91 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 Xxxxxx
92 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000 Xxx
93 Various Xxxxxxxxxxx XX 00000 Xxxx
93.01 0000 Xxxxx Xxx Xxx Xxxxxxxxxxx XX 00000 Xxxx
93.02 000 Xxxxx Xxxx Xxxxx Xxxxxxxxxxx XX 00000 Xxxx
94 000 Xxxxx Xxxxxx Xxxxxxxxx XX 0000 Bergen
95 000 Xxxx Xxxxxx Xxxxxxxx XX 00000 Washington
96 000-00 Xxxxxx Xxxxxx Xxxxxxxx XX 00000 Kings
97 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxxxxx Plano T 75074 Collin
98 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxx XX 00000 Xxxx
99 0000 00xx Xxxxxx Xxxxxx Xxxxxxx XX 00000 Montgomery
100 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Xxxxxx
101 18200 XX 00 Xxxxx Xxxxxxxxx XX 00000 Xxxxxxxx
102 Various Various Various Various Various
102.01 0000 Xxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 00000 Xxxxxx
102.02 00 Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Xxxxx
102.03 0000 Xxxxxxxxx Xxxxxx Xxxxx XX 00000 Genesee
102.04 000 XxXxxxxxx Xxxx Xxxxxxxx XX 00000 Mahoning
102.05 000 Xxxxx Xxxxxxxxxxx Xxxx Xxxxxxx XX 00000 Saint Xxxxxx
102.06 000 Xxxx Xxxx Xxxxxx Xxxxxxxx XX 00000 Van Buren
103 000-000 Xxxxx 00X Xxxx Xxxxxxxx XX 00000 Suffolk
104 00 Xxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Dutchess
105 00000 Xxxxx Xxxx Xxxxxxxxxxxx XX 00000 Cuyahoga
106 000 Xxxx Xxxx Xxxxxx Xxxxxxx XX 00000 Norfolk
107 21003-21007 Xxxxxxxx Xxxxx Xxxxx Xxxx xx Xxxxxxxx XX 00000 Los Angeles
108 1850 and 0000 Xxxx Xxxxx Xxxxx Xxxxx XX 00000 San Diego
109 000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 Xxxxx
110 0000 Xxxx Xxxxx Xxxxxx Xxxx Xxxxx T 76105 Tarrant
000 Xxxxxxx Xxxxxxxxxxxxx XX 00000 Jessamine
111.01 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxxxxx XX 00000 Jessamine
111.02 000 Xxxxx Xxxxx Xxxxxxxxxxxxx XX 00000 Jessamine
111.03 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxxx XX 00000 Jessamine
112 1830 and 0000 Xxxx Xxxxx Xxxxx Xxxxx XX 00000 San Diego
113 000 00xx Xxxxxx XX Xxxxx Xxxxxx XX 00000 Kent
114 000 Xxxxxx Xxxxx and 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Xxxx
115 000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxx XX 00000 Xxxxxx
116 0000 Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 East Baton Rouge
117 000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 Elkhart
118 0000-0000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000 Washington
119 0000 Xxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx XX 00000 Xxxxxx
120 0000 Xxxxxxx Xxxx Xxxxx XX 00000 Ada
121 000 Xxxx Xxxxxx Xxxxxxx T 77002 Xxxxxx
122 0000 Xxxxx Xxxxx Xxxxx Xxxxx XX 00000 Oneida
123 4801 & 0000 Xxxxx Xxxxx Xxxxx XX 00000 Prince George's
124 0000 Xxxxx Xxxxxxx 0 Xxxxx Xxxxxxx T 77084 Xxxxxx
125 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx XX 00000 Xxxxx
126 0000 Xxxxx 00 Xxxx Xxxxxxxx XX 0000 Monmouth
127 0000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000 Washington
128 0000 Xxxx Xxxxxx Xxxx Xxxxxxxx XX 00000 Polk
129 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxx Xxxxxxx XX 00000 Miami-Dade
130 0000 Xxxx Xxxxxxx Xxxxxxxxxxx XX 00000 Washington
131 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 Wicomico
132 0000-0000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000 Gwinnett
133 0000-0000 Xxxxxx Xxxx Xxxx Xxxxx XX 00000 Palm Beach
134 000X Xxxxxxxx Xxxxx Xxxxxxx Xxxx XX 00000 Newport News City
135 0000 Xxxxxx Xxxxx Xxxx Xxxxxxxx T 78109 Bexar
136 000 Xxxxx 00 Xxxx Xxxxxxx XX 0000 Burlington
137 0000 Xxxxxx Xxxxxxxxx Xxxxxxxxxxxx XX 00000 Xxxxx
138 0000 Xxxx Xxxxxxxx Xxxx, 7580 & 0000 Xxxx Xxxx Xxxx Xxxxxxxxxx XX 00000 Maricopa
139 0000-0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx T 77036 Xxxxxx
140 0000 Xxxxx Xxxx Xxxxx XX 00000 Boulder
141 0000 Xxxx Xxxxxx Xx. Xxxxx XX 00000 St. Louis
142 0000 Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Guilford
143 0000-0000 Xxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 Broward
144 000 Xx Xxxxxxxx Xxxxx Xxxxxxxxxx XX 00000 Jefferson
145 000 Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 Lycoming
146 5001 - 0000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 Jefferson
147 0000 Xxxx Xxxxxxxx Xxxxx Xxxxxxx Xxxx XX 00000 Washington
148 0000 Xxxxxx Xxxx Xxxx Xxxxxxx T 77039 Xxxxxx
149 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxx XX 00000 Xxxxxxxx
150 2701-2739 and 0000-0000 Xxxxxxx Xxxxxx Xxxxx XX 00000 Fresno
151 0000 Xxxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 Xxxxxx
152 0000 Xxxxxx Xxxxxx Xxxx Xxxxxxxxx Xxx Xxxx XX 00000 Xxxxxx
153 000 Xxxxx Xxxx Xxxxxx Xxxxx Xxxx XX 00000 Iron
154 000-000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 0000 Middlese
155 0000 Xxxxxxx Xxxxx XX Xxxxxx XX 00000 Xxxxxxx
156 000 Xxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Xxxxxxxx
157 0000 Xxxx Xxxxx Xxxxx Xxxxx Xxxxxxxx XX 00000 Maricopa
158 0000 Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx XX 00000 Xxxxx
159 000 Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx XX 0000 Hartford
000 Xxxxxxx Xxxxx XX Various Bronx
160.01 0000 Xxxxxxx Xxxxxx Xxxxx XX 00000 Bronx
160.02 000 Xxxx 000xx Xxxxxx Xxxxx XX 00000 Bronx
160.03 0000 Xxxxxx Xxxxxx Xxxxx XX 00000 Bronx
160.04 0000 Xxxx Xxxxxxxxxxxx Xxxxxx Xxxxx XX 00000 Bronx
161 0000 Xxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000 Kno
162 0000 Xxxxxxxx Xxxxx Xxxxxxxx XX 00000 Howard
163 Various Xxxxxxxxxx XX 00000 Guilford
163.01 0000 Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 Guilford
163.02 000 Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Guilford
163.03 0000 Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 Guilford
163.04 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000 Guilford
164 000 Xxxxxx Xxxx Xxxxxxxxx Xxxxx XX 00000 Kent
165 0000 Xxxxx Xxxx Xxxxxxxxx T 75501 Bowie
166 000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxx XX 00000 Berkeley
167 0000 Xxxxxx Xxxx Xx. Xxxxxx XX 0000 Burlington
168 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000 West Xxxxxxx
169 000 Xxxxx Xxxxxx Xxxxxxxxx XX 0000 Bergen
170 0000 Xxxxxx Xxx Xxxxxxxxxxxx XX 00000 Xxxxxx
171 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx T 75041 Dallas
172 0000 Xxxxx Xxxxx Xxxx Xxxxxxx T 77070 Xxxxxx
173 00 Xxxxxxx Xxxxxxxxx Xxxxxxx XX 0000 Monmouth
174 7361 and 0000 Xxxxxxx Xxxxxx Xxxx Xxx Xxxxx XX 00000 Xxxxx
175 00000 Xxxxxx Xxxxxx Xxxx Xxxx XX 00000 Riverside
176 00000 Xxxxx 00xx Xxxxxx Xxxxxx XX 00000 Maricopa
177 0000 Xxxxx Xxxx Xxxx Xxxxxxx T 77025 Xxxxxx
178 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx T 78753 Xxxxxx
179 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000 Grant
180 000 Xxxxxxxx Xxxxxxxxx Xxxxx XX 00000 Bronx
181 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxx XX 00000 Maricopa
182 000 Xxxx 000xx Xxxxxx and 0000 Xxxx Xxxxxx Xxxxx XX 00000 Bronx
183 000 Xxxxxxxxx Xxxx Xxxxxx XX 00000 Xxxxx
184 000 Xxxx Xxxxxx Xxxxxxx XX 00000 Hennepin
000 XXX Xxxx Xxxxx Xxxxxx & 000xx Xxxxxx Xxxxx XX 00000 Xxxxxxx
186 000 Xxxxxx Xxxxxx Xxxxx XX 00000 Bronx
187 000 Xxxx Xxxxxx Xxxxxx XX 0000 Middlese
188 0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 Ventura
189 1810 & 0000 Xxxx Xxxxx Xxxxx Xxxxx XX 00000 San Diego
190 0000 Xxxxxxxxx Xxxx Xxx Xxxx XX 00000 Santa Xxxxx
191 422 and 000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 Aiken
192 00000 Xxxxx Xxxxx Xxxx XX 00000 Waryne
193 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx XX 00000 Xxxx
194 000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 Madison
195 0000 Xxxxxxx Xxxxxx Xxxxx XX 00000 Bronx
196 9130-9154 Spring Valley Pike and 0000-0000 Xxxx Xxx Xxx Xxxxxxxxxx XX 00000 Xxxxxxxxxx
197 000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxx XX 00000 Seminole
198 0000 Xxxxxx Xxxxxx Xxxxxxxx XX 00000 Kings
Loan # Property Name Size Measure
------ ------------- ---- -------
1 Houston Galleria 1894045 Square Feet
0 Xxxxxxxxxx Xxxxxxxxx Xxxx 1647906
2.01 AXA/Equitable 169912 Square Feet
2.02 Xxxxxxxx Building 125470 Square Feet
2.03 Ballantyne Three 104747 Square Feet
2.04 Xxxxxxx Building 125016 Square Feet
2.05 Xxxxx Building 126792 Square Feet
2.06 Xxxxxxx Xxxx 000000 Square Feet
2.07 Brixham Green One 101254 Square Feet
2.08 Brixham Green Three 101267 Square Feet
2.09 Ballantyne One 101673 Square Feet
2.10 Ballantyne Two 102014 Square Feet
2.11 Xxxxxxxxxx Building 90442 Square Feet
2.12 Brixham Green Two 101206 Square Feet
2.13 Staybridge Suites 118 Rooms
2.14 Xxxxxxxx Building 76155 Square Feet
0.00 Xxxx Xxxxxxxx 00000 Xxxxxx Feet
2.16 Courtyard by Marriott 90 Rooms
2.17 Lending Tree Building 37800 Square Feet
2.18 ESPN Building 37800 Square Feet
2.19 Xxxxx Xxxx @ Xxxxxxxxxx 24081 Square Feet
2.20 Lending Tree Two 37800 Square Feet
2.21 Colony II Portfolio 2910423 Square Feet/Units
3 Alamo Crossing Commerce Center 1047797 Square Feet
0 Xxxx Xxxx 000000 Xxxxxx Xxxx
0 Xxxxxxx Xxxx 496 Xxxxx
0 Xxxxxxxxxx Xxxxxxxx Xxxxxx 000000 Square Feet
0 Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx XXX 000000 Square Feet
8 Southfield Logistics 799200 Square Feet
9 The Park in Woodinville 237281 Square Feet
10 Azalea Springs 232 Xxxxx
00 Xxxxxxx Xxxxx Xxxxxxxx 000000 Square Feet
12 CenterPoint I 5391940 Square Feet
12.01 00000-00000 Xxxx Xxxxxxxxxxx Xxxxxx 1022554 Square Feet
12.02 000 Xxxxx Xxxxxxxx Xxxxxx 1350450 Square Feet
12.03 0000 Xxxx Xxxxx Xxxx 440343 Square Feet
12.04 X000 X0000 Xxxxxxxxx Xxxxx 300120 Square Feet
12.05 000 Xxxx 000xx Xxxxxx 000000 Xxxxxx Feet
12.06 00000 Xxxxx Xxxxxxxx Xxxx 213500 Square Feet
12.07 0000 Xxxxxxx Xxxxxx 000000 Xxxxxx Feet
12.08 0000-0000 Xxxxxxxxx Xxxxxx 150000 Square Feet
12.09 0000 Xxxx 00xx Xxxxxx 000000 Xxxxxx Feet
12.10 0000 Xxxxx Xxxxx Xxxxxx 000000 Xxxxxx Feet
12.11 0000 Xxxxx Xxxxxxxxx Xxxxxx 00000 Xxxxxx Feet
12.12 00000 Xxxx Xxxxxxxx Xxxxxx 000000 Square Feet
12.13 000-000 Xxxxxxx Xxxxx 48230 Square Feet
12.14 000 Xxxxxxxxx Xxxx 000000 Xxxxxx Feet
12.15 0000 Xxxxx Xxxxxx Xxxxxx 101140 Square Feet
12.16 00000 Xxxxx Xxxxx Xxxxx 00000 Xxxxxx Feet
13 Avion Business Park Portfolio 586466 Square Feet
13.01 Lakeside I 166046 Square Feet
13.02 Avion III 88686 Square Feet
13.03 Avion Tech I 102022 Square Feet
13.04 Service Center III 67698 Square Feet
13.05 Midrise II 56354 Square Feet
13.06 Midrise I 57345 Square Feet
13.07 Avion Tech II 48315 Square Feet
14 Chartwell II Portfolio 499 Units
14.01 Lakewood Meridian 172 Units
14.02 Temple Meridian 231 Units
14.03 Boulder Meridian 96 Xxxxx
00 Xxxx Xxxxxx 000000 Square Feet
16 000 Xxxxx Xxxxxx 61159 Square Feet
00 Xxxxxxx Xxxxxxx 306250 Square Feet
18 San Antonio Marriott Northwest 296 Rooms
19 The Meridian at Brentwood - Phase I 167268 Square Feet
00 Xxxxxxxx Xxxx 143261 Square Feet
21 Estancia at Morning Star 300 Xxxxx
00 Xxxxxxxx Xxxxxxxx 000000 Square Feet
23 HTA-Clover Leaf 780 Pads
24 0000 Xxxxx Xxxx 112271 Square Feet
00 Xxxxx Xxxxx at Rahway 136 Units
26 Canyon Portal 2 47422 Square Feet
27 Flamingo East Plaza 252590 Square Feet
28 MetoKote - US Portfolio 624010 Square Feet
28.01 MetoKote Lima Facility 264010 Square Feet
28.02 MetoKote E38 Village Facility 105000 Square Feet
28.03 MetoKote Xxxxx Heights Facility 96000 Square Feet
28.04 MetoKote Peru Facility 87000 Square Feet
28.05 MetoKote Lebanon Facility 72000 Square Feet
00 Xxxxx Xxx Xxxxx 000000 Xxxxxx Feet
30 Courtyard by Marriott - XXX Xxxxxxx 000 Xxxxx
00 Xxxxxx Xxxxxxxxxx 00000 Square Feet
00 Xxx Xxxxxxx Xxxxxxxx 000000 Xxxxxx Feet
33 Colony Line-Maryland Corporate Center 224421 Square Feet
34 Campus Pointe- Murfreesboro 512 Beds
35 L&C Tower 276818 Square Feet
36 000 Xxxxx Xxxx 491577 Square Feet
37 Xxxxxxx Portfolio 805 Various
37.01 Courtside Place and Greenbriar Place 373 Beds
37.02 Remington Place 336 Beds
37.03 Pebble Creek Apartments 96 Units
38 Cadillac Tower 347632 Square Feet
39 HTA-Santa Xxxxxxx 484 Pads
40 The Xxxxxxxx House Crowne Plaza 290 Rooms
41 Natomas Village 37076 Square Feet
00 Xxxxxxxx Xxxxx Apartments 366 Units
43 Xxxx Xxxxx Station Apartments 386 Units
44 Eagle Window 390000 Square Feet
45 Suncom Center 90334 Square Feet
46 Ohio Multifamily Portfolio 284 Xxxxx
00.00 Xxxx Xxxx Xxxxxxxxxx 000 Units
46.02 Leafy Dell Apartments 94 Units
46.03 Liberty Park Apartments 80 Xxxxx
00 Xxxxx Xxxxxxxxx Xxxxxx 00000 Square Feet
00 Xxxxxxxx Xxxxxxx 136827 Square Feet
00 Xxx Xxxxxxxx Xxxxxxxx 000000 Xxxxxx Feet
50 Embassy Suites Hotel 252 Rooms
51 The Round at Beaverton - Phase I 100222 Square Feet
00 Xxxxxxxxxx Xxxxx Apartments 236 Xxxxx
00 Xxx XxXxxxx Xxxxxxxxxx 000 Xxxxx
00 Xxx Xxxx Xxxxxx 68999 Square Feet
00 Xxxxx Xxxxx 00000 Xxxxxx Feet
56 Chase Financial Tower 118690 Square Feet
00 Xxxxxxx Xxxxx 75206 Square Feet
58 Valley View Business Center IV 120713 Square Feet
00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet
60 Tulane Park Apartments 256 Xxxxx
00 00 Xxxx 00xx Xxxxxx 89700 Square Feet
62 Viva International Building 148000 Square Feet
63 Grant at One 77602 Square Feet
64 Cranbury Corporate Campus 151830 Square Feet
00 Xxxxxx Xxxxx Apartments 306 Units
66 Allendale Shopping Center 199641 Square Feet
00 Xxxxxxxx Xxxxx Apartments 336 Xxxxx
00 Xxxxx Xx Xx Xxxxxx Xxxxxx XXX & IV 48573 Square Feet
00 Xxxxxxx Xxxxx II 276 Beds
70 Salem Courthouse Apartments 388 Xxxxx
00 Xxxxxxxx Xxx 000 Xxxxx
00 Binz Law Center 118370 Square Feet
73 Plaza Apartments 359 Beds
00 Xxxxxxxxx Xxxxx 00000 Xxxxxx Feet
75 000 Xxxxx Xxxxxx 00000 Xxxxxx Feet
76 000 Xxxxx Xxxxxx/Xxxxxx 832 Xxxxx
00 Xxxxxxxx Xxxxxx 106778 Square Feet
00 Xxxxxxxx Xxxxxxx Xxxxx 00000 Xxxxxx Feet
00 Xxxxxxxx Xxxxxxxxxxx 00000 Xxxxxx Feet
00 Xxxxx Xx Xx Xxxxxx Xxxxx X 00000 Square Feet
81 Beechmont Retail 77873 Square Feet
82 000 Xxxxxxxx 00000 Xxxxxx Feet
83 0000 Xxxxxxxx Xxxxxxxx 00000 Xxxxxx Feet
84 Attic Plus Self Storage Portfolio 2032 Units
84.01 Xxxxxxx 000/000 Xxxxx 000 Units
84.02 Trussville/Xxxxxxx 453 Units
84.03 Homewood/Bluff Park 321 Units
84.04 Xxxxxxx/Centerpoint 283 Units
84.05 Riverchase/Pelham 351 Units
84.06 Pelham/Alabaster 148 Xxxxx
00 Xxxxxxxx Xxxxx 118325 Square Feet
86 Irwindale 101044 Square Feet
87 The Crossing at 288 31870 Square Feet
00 Xxxxxxx Xxxxxxxx Xxxxxx XX 000000 Square Feet
89 Xxxxxxxxx Xxxxxxx Technology Park 120480 Square Feet
90 Labcorp Building 94686 Square Feet
00 Xxxxxxxx Xxxxxxx Apartments 248 Xxxxx
00 Xxxxxxx xx Xxxxxx Xxxxxxxx 00000 Square Feet
93 Chartre Portfolio 160 Units
93.01 Xxxxxxx Xxxx 000 Xxxxx
00.00 Xxxxxxx Xxxxx 20 Xxxxx
00 000 Xxxxx Xxxxxx 151705 Square Feet
00 Xxxxxxxxx Xxxxxx - Xxxx 000000 Square Feet
96 101-01 Xxxxxx Avenue 314375 Square Feet
00 Xxxxxxxx Xxxxxx 000 Xxxxx
00 Xxxxxx Xxxxx 217 Beds
00 Xxx Xxxxxx Xxxxxxxx 00000 Xxxxxx Feet
000 Xxxxxxxx Xxxxxxxxxx 000 Xxxxx
000 XXX-Xxxxx Xxxx Xxxxxxx 289 Pads
102 Rite Aid Portfolio - Xxxxx Company 64405 Square Feet
102.01 Rite Aid - Xxxxxxxx Xxxxxxx XX 00000 Square Feet
102.02 Rite Aid - Xxxxxxxxxxx XX 00000 Square Feet
102.03 Rite Aid - Xxxxx XX 00000 Square Feet
102.04 Rite Aid - Xxxxxxxx XX 00000 Square Feet
102.05 Rite Aid - Xxxxxxx XX 00000 Square Feet
102.06 Rite Aid - Xxxxxxxx XX 00000 Square Feet
000 Xxxxxxxx Xxxxx 00000 Xxxxxx Feet
000 Xxxxxx Xxxxxx 50001 Square Feet
000 Xxxxxxxxxxxx Xxxxx 00000 Xxxxxx Feet
000 Xxxxxxxxxx Xxxxxxxx 00000 Xxxxxx Feet
107 21003-21007 Commerce Point Drive 106726 Square Feet
108 Staples and PetSmart 00000 Xxxxxx Xxxx
000 XXX-Xxxxxxx Xxxxxxx 288 Pads
110 Southeast Center 73468 Square Feet
111 Safe Storage Portfolio 1703 Units
111.01 Derby Self Storage 611 Units
111.02 Secure Self Storage 441 Units
111.03 Safe Storage 651 Units
112 Babies and Pier One 48120 Square Feet
000 XXX-Xxxxxxx Xxxxxxx 204 Pads
000 Xxxxxx Xxxxxxx 184 Beds
000 Xxxxx Xxxxxxxxxxxx 00000 Xxxxxx Feet
116 The Storage Center- Xxxxx 639 Units
117 York Xxxxx Center 120 Xxxxx
000 Xxxxxx Xxxxx 00000 Square Feet
000 Xxxxxxxxx Xxxxxxxxxx 000 Xxxxx
000 XXX-Xxxxxxxxxx Xxxxxxx 154 Pads
121 000 Xxxx Xxxxxx 00000 Xxxxxx Feet
122 0000 Xxxxx Xxxxx Xxxxx 346245 Square Feet
000 XXXX X & X 00000 Xxxxxx Feet
000 Xxxx Xxxxxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet
000 Xxxxxxxx Xxxxxx 78575 Square Feet
000 Xxxxxx Xxxxxxxxx Xxxx #0 00000 Xxxxxx Feet
000 Xxx Xxxxxx Xxxx, Xxxxx I 204 Xxxxx
000 XXX-Xxxxxx Xxxx Colony 201 Pads
129 Holiday Inn Express 110 Rooms
000 Xxxxxxxx Xxxxx 00000 Xxxxxx Feet
000 Xxxxxx Xxxxx 00000 Xxxxxx Feet
000 Xxxxxxxx Xxxxx 00000 Xxxxxx Feet
133 9181-9183 Glades Road 34848 Square Feet
134 City Line Apartments 200 Xxxxx
000 Xxxxxx Xxxxx Xxxxxxxxxx - Xxxxxxxx, X 108 Units
000 Xxxxxxx Xxxxxx Shopping Center 39879 Square Feet
000 Xxxxxxxx Xxxxx 175029 Square Feet
000 Xxxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxx 00000 Xxxxxx Feet
000 Xxxx Xxxxx Shopping Center 39100 Square Feet
000 Xxxxxxxxxx Xxxxxx 41258 Square Feet
141 Park Val Apartments 189 Units
142 Campus Crossing at Spring Garden 181 Beds
143 Royal Palm Towers 120 Xxxxx
000 Xxxxxx Xxxxxxxx Xxxxxxxxx 00 Xxxxx
000 Xxxxx Xxxxxx Xxxxxxxx 00000 Square Feet
000 Xxxxxxxx Xxxxxxx MHC 189 Pads
147 Summer Chase Apartments 97 Units
148 La Quinta Garden Apartments 163 Units
149 Xxxxxxxx Square Shopping Center 109231 Square Feet
000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx 00000 Xxxxxx Feet
000 XXX-Xxxxxx 000 Xxxx
000 Xxxxxxx - Xxx Xxxx 13813 Square Feet
000 Xxxxxxxxxxx Xxxxxx 00000 Xxxxxx Feet
154 000-000 Xxxxxxx Xxxxxx 74 Units
155 Candlelight Apartments 156 Xxxxx
000 Xxxxxxx Xxxxx 30 Xxxxx
000 Xxxxx Xxxxx Xxxxx 00000 Square Feet
158 3040 Xxxxxxx 51822 Square Feet
159 000 Xxxxxxx Xxxxxxxxx 45904 Square Feet
160 Majestic Portfolio 35 Units
160.01 0000 Xxxxxxx Xxxxxx 9 Units
160.02 000 Xxxx 000xx Xxxxxx 11 Units
160.03 0000 Xxxxxx Xxxxxx 6 Units
160.04 3477 Fort Xxxxxxxxxxxx Xxxxxx 0 Xxxxx
000 Xxxxxx Xxxxx XXX 247 Pads
162 0000 Xxxxxxxx Xxxxx 31609 Square Feet
163 Campus Crossing Portfolio 180 Beds
163.01 Campus Crossing at Xxxxx 96 Beds
163.02 Campus Crossing on Xxxxxx 36 Beds
163.03 Campus Crossing I 24 Beds
163.04 Campus Crossing II 24 Beds
164 XxXxxxx Building 27,697 Square Feet
165 Sunset Apartments 150 Xxxxx
000 000 Xxxxxx Xxxx Xxxxx 20193 Square Feet
167 Ellipse Shopping Center 32676 Square Feet
168 000 Xxxxxxxxx Xxxxxxxxx 00000 Xxxxxx Feet
169 000 Xxxxx Xxxxxx 120750 Square Feet
000 Xxxx Xxxx Apartments 200 Units
171 Northwest Crossing Shopping Center 33366 Square Feet
172 Greenfield Apartments 104 Xxxxx
000 00 Xxxxxxx Xxxxxxxxx 25163 Square Feet
174 Origin Business Park 23268 Square Feet
175 Valley Power Industrial 50688 Square Feet
176 Arrowhead Fountains Center 15425 Square Feet
000 Xxxx Xxxxx 00000 Xxxxxx Feet
178 TPlus Limited 60063 Square Feet
000 Xxxxxx Xxxx Xxxxx 00000 Xxxxxx Feet
180 000 Xxxxxxxx Xxxxxxxxx 58 Units
181 Camelback Litchfield Retail Shops 9404 Square Feet
182 000 Xxxx 000xx Xxxxxx 52 Units
183 Faurecia Exhaust Systems, Inc. 61000 Square Feet
184 Xxxxxxx Marketplace Retail 18216 Square Feet
185 Maple 108 Shopping Center 36149 Square Feet
186 000 Xxxxxx Xxxxxx 37 Xxxxx
000 000 Xxxx Xxxxxx 48 Units
000 Xxxxxxx Xxxxx Self Storage 598 Units
189 Panda and Souplantation 10400 Square Feet
190 0000 Xxxxxxxxx Xxxx 7195 Square Feet
191 Belvedere Properties 423 Xxxxx
000 Xxxxxxxxx 00000 Square Feet
193 Benchmark 70 Beds
000 XXX Xx-Xxxx 00000 Xxxxxx Feet
195 0000 Xxxxxxx Xxxxxx 26 Units
196 Country Manor Apartments 20 Units
197 Big Tree Self Storage 478 Xxxxx
000 0000 Xxxxxx Xxxxxx 16 Units
Loan # Interest Rate (%) Net Mortgage Interest Rate Original Balance Cutoff Balance Term
------ ----------------- -------------------------- ---------------- -------------- ----
1 5.34405 5.32335 290,000,000 290,000,000 120
2 5.70300 5.68230 217,000,000 217,000,000 120
2.01 5.70300 22,715,000 22,715,000 120
2.02 5.70300 16,590,000 16,590,000 120
2.03 5.70300 15,000,000 15,000,000 120
2.04 5.70300 14,665,000 14,665,000 120
2.05 5.70300 13,510,000 13,510,000 120
2.06 5.70300 13,475,000 13,475,000 120
2.07 5.70300 12,670,000 12,670,000 120
2.08 5.70300 12,425,000 12,425,000 120
2.09 5.70300 12,025,000 12,025,000 120
2.10 5.70300 12,000,000 12,000,000 120
2.11 5.70300 11,305,000 11,305,000 120
2.12 5.70300 10,920,000 10,920,000 120
2.13 5.70300 8,540,000 8,540,000 120
2.14 5.70300 7,980,000 7,980,000 120
2.15 5.70300 7,805,000 7,805,000 120
2.16 5.70300 6,720,000 6,720,000 120
2.17 5.70300 5,040,000 5,040,000 120
2.18 5.70300 4,935,000 4,935,000 120
2.19 5.70300 4,375,000 4,375,000 120
2.20 5.70300 4,305,000 4,305,000 120
2.21 5.58900 158,564,000 158,564,000
3 5.58900 5.56830 33,112,683 33,112,683 96
4 5.58900 5.56830 23,770,000 23,770,000 72
5 5.58900 5.56830 22,400,000 22,400,000 84
6 5.58900 5.56830 18,000,587 18,000,587 72
7 5.58900 5.56830 16,200,000 16,200,000 72
8 5.58900 5.56830 16,000,000 16,000,000 96
9 5.58900 5.56830 15,580,730 15,580,730 96
10 5.58900 5.56830 13,500,000 13,500,000 84
11 5.49100 5.47030 120,000,000 120,000,000 120
12 5.20400 5.18330 117,450,000 117,450,000 60
12.01 5.20400 19,800,000 19,800,000 60
12.02 5.20400 18,738,000 18,738,000 60
12.03 5.20400 16,020,000 16,020,000 60
12.04 5.20400 10,035,000 10,035,000 60
12.05 5.20400 8,820,000 8,820,000 60
12.06 5.20400 7,515,000 7,515,000 60
12.07 5.20400 6,840,000 6,840,000 60
12.08 5.20400 4,464,000 4,464,000 60
12.09 5.20400 4,230,000 4,230,000 60
12.10 5.20400 4,185,000 4,185,000 60
12.11 5.20400 3,438,000 3,438,000 60
12.12 5.20400 3,060,000 3,060,000 60
12.13 5.20400 2,880,000 2,880,000 60
12.14 5.20400 2,655,000 2,655,000 60
12.15 5.20400 2,475,000 2,475,000 60
12.16 5.20400 2,295,000 2,295,000 60
13 5.58300 5.56230 95,000,000 95,000,000 120
13.01 5.58300 29,500,000 29,500,000 120
13.02 5.58300 15,000,000 15,000,000 120
13.03 5.58300 13,400,000 13,400,000 120
13.04 5.58300 10,700,000 10,700,000 120
13.05 5.58300 9,600,000 9,600,000 120
13.06 5.58300 9,300,000 9,300,000 120
13.07 5.58300 7,500,000 7,500,000 120
14 5.41300 5.39230 72,500,000 72,021,798 120
14.01 5.41300 29,700,000 29,504,102 120
14.02 5.41300 24,900,000 24,735,762 120
14.03 5.41300 17,900,000 17,781,933 120
15 5.64000 5.61930 43,400,000 43,400,000 120
16 5.60000 5.57930 33,000,000 33,000,000 120
17 5.25600 5.23530 31,200,000 31,200,000 120
18 5.87000 5.84930 28,000,000 27,913,936 120
19 5.57000 5.54930 27,000,000 27,000,000 120
20 5.60500 5.54430 24,260,000 24,260,000 120
21 5.68000 5.62930 22,800,000 22,800,000 120
22 5.72000 5.69930 22,500,000 22,500,000 84
23 5.40470 5.38400 22,200,000 22,200,000 120
24 5.57000 5.54930 22,000,000 22,000,000 120
25 5.38000 5.35930 21,250,000 21,250,000 120
26 6.21000 6.18930 21,000,000 21,000,000 60
27 5.71000 5.64930 20,700,000 20,653,081 120
28 5.70000 5.67930 20,000,000 20,000,000 240
28.01 5.70000 7,110,000 7,110,000 240
28.02 5.70000 4,000,000 4,000,000 240
28.03 5.70000 3,410,000 3,410,000 240
28.04 5.70000 2,810,000 2,810,000 240
28.05 5.70000 2,670,000 2,670,000 240
29 5.39000 5.36930 20,000,000 20,000,000 120
30 6.00000 5.97930 20,000,000 19,938,827 120
31 5.76000 5.68930 19,000,000 19,000,000 84
32 5.82000 5.79930 18,840,000 18,840,000 120
33 5.35330 5.33260 18,360,000 18,360,000 96
34 5.21000 5.18930 18,000,000 17,916,294 120
35 5.83000 5.80930 17,748,889 17,659,721 121
36 5.52000 5.49930 17,600,000 17,600,000 120
37 5.77000 5.74930 17,600,000 17,560,498 120
37.01 5.77000 7,350,000 7,333,503 120
37.02 5.77000 5,250,000 5,238,217 120
37.03 5.77000 5,000,000 4,988,778 120
38 5.75000 5.72930 17,500,000 17,376,017 120
39 5.40470 5.38400 17,000,000 17,000,000 120
40 5.52000 5.49930 17,000,000 16,893,724 120
41 5.30000 5.27930 16,500,000 16,500,000 120
42 5.40000 5.33930 16,400,000 16,344,920 120
43 5.87000 5.79795 16,300,000 16,300,000 60
44 5.17000 5.14930 15,500,000 15,500,000 120
45 5.88000 5.76930 15,500,000 15,465,832 120
46 5.55000 5.52930 15,432,000 15,432,000 60
46.01 5.55000 6,212,000 6,212,000 60
46.02 5.55000 4,980,000 4,980,000 60
46.03 5.55000 4,240,000 4,240,000 60
47 6.06000 5.98930 15,500,000 15,428,750 120
48 5.35000 5.32930 15,200,000 15,148,471 120
49 5.22000 5.19930 15,000,000 15,000,000 120
50 6.23000 6.11930 14,750,000 14,688,103 120
51 5.64000 5.61930 14,500,000 14,500,000 120
52 5.82000 5.79930 14,430,000 14,430,000 120
53 6.07000 6.04930 14,250,000 14,231,198 120
54 6.01000 5.98930 14,100,000 14,081,282 120
55 5.60000 5.52930 13,250,000 13,219,422 120
56 5.55500 5.53430 13,200,000 13,200,000 120
57 5.50000 5.47930 13,000,000 12,969,503 120
58 5.24000 5.21930 13,000,000 12,968,176 120
59 5.64000 5.61930 12,800,000 12,800,000 120
60 5.70300 5.68230 12,560,000 12,560,000 120
61 5.75000 5.67930 12,250,000 12,250,000 120
62 5.81000 5.73930 12,175,000 12,158,503 120
63 5.12000 5.09930 12,000,000 12,000,000 120
64 5.34000 5.26930 12,000,000 11,982,905 120
65 5.67600 5.60530 11,800,000 11,800,000 120
66 5.71000 5.63930 11,775,000 11,775,000 120
67 5.48000 5.45930 11,539,662 11,539,662 120
68 5.75000 5.72930 11,525,000 11,525,000 120
69 5.66000 5.63930 11,280,000 11,231,772 120
70 5.48000 5.45930 11,015,478 11,015,478 120
71 5.73000 5.65930 10,950,000 10,950,000 120
72 5.87000 5.84930 10,700,000 10,680,759 120
73 5.62000 5.59930 10,670,000 10,635,614 120
74 5.63000 5.60930 10,300,000 10,276,346 120
75 5.50000 5.42930 10,000,000 10,000,000 120
76 5.73000 5.70930 10,000,000 9,939,438 120
77 5.41000 5.38930 9,500,000 9,500,000 120
78 5.47000 5.44930 9,500,000 9,500,000 120
79 5.80000 5.77930 9,500,000 9,500,000 120
80 5.75000 5.72930 9,415,000 9,415,000 120
81 5.55000 5.52930 9,200,000 9,200,000 120
82 5.45000 5.42930 9,000,000 9,000,000 120
83 5.59000 5.51930 9,000,000 8,979,196 120
84 5.37000 5.27930 9,000,000 8,901,664 180
84.01 5.37000 2,800,000 2,769,407 180
84.02 5.37000 2,200,000 2,175,962 180
84.03 5.37000 1,520,079 1,503,470 180
84.04 5.37000 1,336,287 1,321,686 180
84.05 5.37000 1,043,821 1,032,416 180
84.06 5.37000 99,813 98,722 180
85 5.57000 5.54930 8,840,000 8,840,000 120
86 5.18000 5.15930 8,800,000 8,800,000 120
87 5.50600 5.43530 8,750,000 8,750,000 120
88 5.56000 5.47930 8,500,000 8,500,000 144
89 5.45800 5.39730 8,500,000 8,479,922 120
90 5.60000 5.57930 8,200,000 8,181,076 120
91 5.52000 5.49930 8,127,297 8,127,297 120
92 5.59000 5.51930 8,080,000 8,080,000 120
93 5.62000 5.59930 8,035,000 8,009,106 120
93.01 5.62000 6,650,000 6,628,569 120
93.02 5.62000 1,385,000 1,380,537 120
94 5.59000 5.56930 8,000,000 8,000,000 120
95 5.51000 5.48930 8,000,000 7,981,263 120
96 5.95000 5.92930 8,000,000 7,975,364 120
97 5.82000 5.79930 8,000,000 7,974,924 120
98 5.62000 5.59930 7,910,000 7,884,509 120
99 5.67000 5.64930 7,600,000 7,582,661 120
100 5.49000 5.46930 7,270,000 7,270,000 120
101 5.40470 5.38400 7,218,000 7,218,000 120
102 5.73500 5.66430 7,122,000 7,105,923 120
102.01 5.73500 1,187,000 1,184,321 120
102.02 5.73500 1,187,000 1,184,321 120
102.03 5.73500 1,187,000 1,184,321 120
102.04 5.73500 1,187,000 1,184,321 120
102.05 5.73500 1,187,000 1,184,321 120
102.06 5.73500 1,187,000 1,184,321 120
103 5.40000 5.37930 7,100,000 7,083,069 120
104 5.96000 5.93930 7,000,000 7,000,000 120
105 5.70000 5.62930 7,000,000 6,984,108 120
106 5.60000 5.57930 7,000,000 6,983,845 120
107 5.55000 5.52930 7,000,000 6,983,713 120
108 5.55000 5.52930 6,980,000 6,980,000 120
109 5.40470 5.38400 6,900,000 6,900,000 120
110 5.27000 5.24930 6,800,000 6,800,000 120
111 5.66000 5.63930 6,650,000 6,634,803 120
111.01 5.66000 2,900,000 2,893,373 120
111.02 5.66000 1,912,500 1,908,129 120
111.03 5.66000 1,837,500 1,833,301 120
112 5.48000 5.45930 6,400,000 6,400,000 120
113 5.40470 5.38400 6,280,000 6,280,000 120
114 6.08000 6.05930 6,270,000 6,256,623 120
115 5.48000 5.45930 6,280,000 6,252,227 120
116 5.67500 5.65430 6,000,000 5,986,322 120
117 5.54000 5.51930 6,000,000 5,986,016 120
118 5.51000 5.43930 6,000,000 5,973,614 120
119 5.61000 5.53930 5,900,000 5,900,000 120
120 5.40470 5.38400 5,728,000 5,728,000 120
121 5.68000 5.65930 5,700,000 5,700,000 120
122 5.73000 5.61930 5,700,000 5,681,913 120
123 5.69000 5.60930 5,600,000 5,582,190 120
124 5.68000 5.65930 5,520,000 5,507,427 120
125 5.67000 5.59930 5,520,000 5,507,406 120
126 5.64000 5.61930 5,500,000 5,500,000 120
127 4.99000 4.96930 5,475,000 5,418,449 144
128 5.40470 5.38400 5,325,000 5,325,000 120
129 5.88200 5.86130 5,300,000 5,290,480 120
130 5.70000 5.67930 5,250,000 5,238,081 120
131 5.59000 5.56930 5,200,000 5,187,980 120
132 5.57000 5.54930 5,175,000 5,162,998 120
133 5.49000 5.46930 5,150,000 5,127,267 120
134 5.91000 5.88930 5,143,000 5,117,575 180
135 5.49000 5.39930 5,100,000 5,077,488 120
136 5.86000 5.83930 5,000,000 5,000,000 120
137 6.04000 6.01930 5,000,000 5,000,000 120
138 5.75000 5.67930 5,000,000 4,984,278 120
139 5.65000 5.62930 4,900,000 4,879,010 120
140 5.53000 5.50930 4,800,000 4,800,000 120
141 5.55000 5.52930 4,800,000 4,800,000 120
142 5.71000 5.68930 4,745,000 4,745,000 120
143 5.67000 5.64930 4,500,000 4,489,733 120
144 5.52000 5.49930 4,500,000 4,489,478 120
145 5.59000 5.56930 4,400,000 4,385,740 120
146 5.58000 5.55930 4,350,000 4,339,928 84
147 6.00000 5.88930 4,227,000 4,227,000 60
148 5.75000 5.72930 4,160,000 4,160,000 120
149 5.74000 5.66930 4,150,000 4,150,000 120
150 5.63000 5.60930 4,150,000 4,140,470 120
151 5.40470 5.38400 4,133,000 4,133,000 120
152 5.95000 5.87930 4,068,000 4,068,000 120
153 5.98000 5.95930 4,100,000 4,076,096 120
154 5.72000 5.69930 4,100,000 4,072,366 120
155 5.53000 5.50930 4,000,000 3,994,418 120
156 5.93000 5.90930 4,000,000 3,987,845 60
157 6.03000 6.00930 3,955,000 3,955,000 120
158 5.70500 5.68430 3,800,000 3,791,380 120
159 5.65000 5.62930 3,750,000 3,750,000 120
160 5.19000 5.16930 3,705,000 3,705,000 120
160.01 5.19000 1,042,000 1,042,000 120
160.02 5.19000 940,000 940,000 120
160.03 5.19000 880,000 880,000 120
160.04 5.19000 843,000 843,000 120
161 5.93000 5.85930 3,680,000 3,680,000 60
162 5.60000 5.57930 3,650,000 3,650,000 120
163 5.61000 5.58930 3,600,000 3,600,000 120
163.01 5.61000 1,729,560 1,729,560 120
163.02 5.61000 706,320 706,320 120
163.03 5.61000 614,760 614,760 120
163.04 5.61000 549,360 549,360 120
164 5.71000 5.63930 3,600,000 3,600,000 120
165 5.85000 5.77930 3,600,000 3,592,025 120
166 5.72000 5.64930 3,560,000 3,560,000 120
167 5.73000 5.70930 3,500,000 3,500,000 120
168 5.46000 5.43930 3,480,000 3,480,000 120
169 5.54000 5.51930 3,400,000 3,400,000 113
170 5.49000 5.46930 3,360,000 3,360,000 120
171 5.80000 5.77930 3,360,000 3,349,534 120
172 5.23000 5.20930 3,300,000 3,284,711 120
173 5.76000 5.73930 3,230,000 3,230,000 120
174 5.82000 5.79930 3,200,000 3,190,070 120
175 5.65000 5.62930 3,172,000 3,172,000 120
176 5.83000 5.80930 3,150,000 3,142,999 120
177 5.30000 5.27930 3,000,000 2,986,280 144
178 5.42000 5.39930 3,000,000 2,971,767 120
179 5.74000 5.66930 2,920,000 2,913,414 120
180 5.10000 5.07930 2,840,000 2,840,000 120
181 5.55000 5.52930 2,850,000 2,837,560 120
182 5.28000 5.25930 2,800,000 2,800,000 120
183 5.16000 5.13930 2,675,000 2,657,351 84
184 5.69000 5.61930 2,650,000 2,643,974 120
185 5.52000 5.44930 2,600,000 2,600,000 120
186 5.19000 5.16930 2,500,000 2,500,000 120
187 5.72000 5.69930 2,400,000 2,383,824 120
188 5.68000 5.65930 2,250,000 2,250,000 120
189 5.58000 5.55930 2,220,000 2,220,000 120
190 5.79000 5.76930 2,200,000 2,193,134 120
191 6.15000 6.07930 2,150,000 2,140,866 120
192 5.54000 5.51930 2,100,000 2,093,162 120
193 5.62000 5.59930 2,065,000 2,058,345 120
194 5.94000 5.89930 1,920,000 1,915,809 120
195 5.24000 5.21930 1,640,000 1,640,000 120
196 6.01000 5.98930 1,520,000 1,513,918 120
197 5.92000 5.78430 1,250,000 1,244,499 120
198 5.19000 5.16930 870,000 870,000 120
Loan # Rem. Term Maturity/ARD Date Amort. Term Rem. Amort. Monthly Debt Service Servicing Fee Rate
------ --------- ----------------- ----------- ----------- -------------------- ------------------
1 117 12/01/15 0 0 1,309,415 0.02000
2 118 01/01/16 0 0 1,045,616 0.02000
2.01 118 01/01/16 0 0 109,452
2.02 118 01/01/16 0 0 79,939
2.03 118 01/01/16 0 0 72,278
2.04 118 01/01/16 0 0 70,663
2.05 118 01/01/16 0 0 65,098
2.06 118 01/01/16 0 0 64,929
2.07 118 01/01/16 0 0 61,050
2.08 118 01/01/16 0 0 59,870
2.09 118 01/01/16 0 0 57,943
2.10 118 01/01/16 0 0 57,822
2.11 118 01/01/16 0 0 54,473
2.12 118 01/01/16 0 0 52,618
2.13 118 01/01/16 0 0 41,150
2.14 118 01/01/16 0 0 38,452
2.15 118 01/01/16 0 0 37,608
2.16 118 01/01/16 0 0 32,380
2.17 118 01/01/16 0 0 24,285
2.18 118 01/01/16 0 0 23,779
2.19 118 01/01/16 0 0 21,081
2.20 118 01/01/16 0 0 20,744
2.21 748,769
3 96 03/01/14 0 0 156,364 0.02000
4 72 03/01/12 0 0 112,246 0.02000
5 84 03/01/13 0 0 105,777 0.02000
6 72 03/01/12 0 0 85,002 0.02000
7 72 03/01/12 0 0 76,499 0.02000
8 96 03/01/14 0 0 75,555 0.02000
9 96 03/01/14 0 0 73,575 0.02000
10 84 03/01/13 0 0 63,750 0.02000
11 118 01/01/16 0 0 556,726 0.02000
12 53 08/07/10 0 0 516,416 0.02000
12.01 53 08/07/10 0 0 87,059
12.02 53 08/07/10 0 0 82,389
12.03 53 08/07/10 0 0 70,438
12.04 53 08/07/10 0 0 44,123
12.05 53 08/07/10 0 0 38,781
12.06 53 08/07/10 0 0 33,043
12.07 53 08/07/10 0 0 30,075
12.08 53 08/07/10 0 0 19,628
12.09 53 08/07/10 0 0 18,599
12.10 53 08/07/10 0 0 18,401
12.11 53 08/07/10 0 0 15,117
12.12 53 08/07/10 0 0 13,455
12.13 53 08/07/10 0 0 12,663
12.14 53 08/07/10 0 0 11,674
12.15 53 08/07/10 0 0 10,882
12.16 53 08/07/10 0 0 10,091
13 118 01/01/16 360 360 544,357 0.02000
13.01 118 01/01/16 360 360 169,037
13.02 118 01/01/16 360 360 85,951
13.03 118 01/01/16 360 360 76,783
13.04 118 01/01/16 360 360 61,312
13.05 118 01/01/16 360 360 55,009
13.06 118 01/01/16 360 360 53,290
13.07 118 01/01/16 360 360 42,976
14 114 09/01/15 360 354 407,698 0.02000
14.01 114 09/01/15 360 354 167,016
14.02 114 09/01/15 360 354 140,023
14.03 114 09/01/15 360 354 100,659
15 118 01/01/16 360 360 250,246 0.02000
16 118 01/01/16 360 360 189,446 0.02000
17 117 12/01/15 360 360 172,404 0.02000
18 117 12/01/15 360 357 165,541 0.02000
19 118 01/01/16 360 360 154,491 0.02000
20 118 01/01/16 360 360 139,348 0.06000
21 118 01/01/16 360 360 132,042 0.05000
22 81 12/01/12 360 360 130,875 0.02000
23 118 01/01/16 360 360 124,725 0.02000
24 118 01/01/16 360 360 125,882 0.02000
25 116 11/01/15 360 360 119,060 0.02000
26 58 01/01/11 360 360 128,755 0.02000
27 118 01/01/16 360 358 120,274 0.06000
28 231 06/01/25 228 228 143,819 0.02000
28.01 231 06/01/25 228 228 51,128
28.02 231 06/01/25 228 228 28,764
28.03 231 06/01/25 228 228 24,521
28.04 231 06/01/25 228 228 20,207
28.05 231 06/01/25 228 228 19,200
29 117 12/01/15 360 360 112,181 0.02000
30 118 01/01/16 300 298 128,860 0.02000
31 84 03/01/13 360 360 111,000 0.07000
32 120 03/01/16 360 360 110,784 0.02000
33 96 03/01/14 0 0 83,043 0.02000
34 116 11/01/15 360 356 98,951 0.02000
35 116 11/01/15 360 355 104,481 0.02000
36 119 02/01/16 360 360 100,152 0.02000
37 118 01/01/16 360 358 102,933 0.02000
37.01 118 01/01/16 360 358 42,986
37.02 118 01/01/16 360 358 30,704
37.03 118 01/01/16 360 358 29,242
38 113 08/01/15 360 353 102,125 0.02000
39 117 12/01/15 360 360 95,510 0.02000
40 116 11/01/15 300 296 104,598 0.02000
41 118 01/01/16 360 360 91,625 0.02000
42 117 12/01/15 360 357 92,091 0.06000
43 58 01/01/11 360 360 96,369 0.07135
44 117 12/01/15 300 300 92,153 0.02000
45 118 01/01/16 360 358 91,738 0.11000
46 59 02/01/11 360 360 88,106 0.02000
46.01 59 02/01/11 360 360 35,466
46.02 59 02/01/11 360 360 28,432
46.03 59 02/01/11 360 360 24,207
47 117 12/07/15 360 357 104,262 0.07000
48 117 12/01/15 360 357 84,879 0.02000
49 116 11/01/15 360 360 82,552 0.02000
50 117 12/01/15 300 297 97,119 0.11000
51 119 02/01/16 360 360 83,608 0.02000
52 120 03/01/16 360 360 84,852 0.02000
53 119 02/01/16 360 359 86,078 0.02000
54 119 02/01/16 360 359 84,627 0.02000
55 118 01/01/16 360 358 76,065 0.07000
56 118 01/01/16 360 360 75,404 0.02000
57 118 01/01/16 360 358 73,813 0.02000
58 118 01/01/16 360 358 71,706 0.02000
59 119 02/01/16 360 360 73,805 0.02000
60 119 02/01/16 360 360 72,922 0.02000
61 120 03/01/16 360 360 71,488 0.07000
62 119 02/01/16 360 359 71,515 0.07000
63 116 11/01/15 360 360 65,302 0.02000
64 119 02/01/16 360 359 66,935 0.07000
65 118 01/01/16 360 360 68,308 0.07000
66 120 03/01/16 360 360 68,417 0.07000
67 117 12/01/15 360 360 65,376 0.02000
68 118 01/01/16 360 360 67,257 0.02000
69 116 11/01/15 360 356 65,184 0.02000
70 117 12/01/15 360 360 62,407 0.02000
71 120 03/01/16 360 360 63,762 0.07000
72 119 02/01/16 300 299 68,092 0.02000
73 117 12/01/15 360 357 61,389 0.02000
74 118 01/01/16 360 358 59,325 0.02000
75 120 03/01/16 360 360 56,779 0.07000
76 116 11/01/15 300 296 62,790 0.02000
77 120 03/01/16 300 300 57,829 0.02000
78 119 02/01/16 360 360 53,761 0.02000
79 120 03/01/16 360 360 55,742 0.02000
80 118 01/01/16 360 360 54,943 0.02000
81 118 01/01/16 360 360 52,526 0.02000
82 117 12/01/15 360 360 50,819 0.02000
83 118 01/01/16 360 358 51,610 0.07000
84 177 12/01/20 180 177 72,918 0.09000
84.01 177 12/01/20 180 177 22,686
84.02 177 12/01/20 180 177 17,824
84.03 177 12/01/20 180 177 12,316
84.04 177 12/01/20 180 177 10,827
84.05 177 12/01/20 180 177 8,457
84.06 177 12/01/20 180 177 809
85 119 02/01/16 360 360 50,581 0.02000
86 118 01/01/16 360 360 48,213 0.02000
87 119 02/01/16 360 360 49,714 0.07000
88 141 12/01/17 360 360 48,583 0.08000
89 118 01/01/16 360 358 48,038 0.06000
90 118 01/01/16 360 358 47,074 0.02000
91 117 12/01/15 360 360 46,248 0.02000
92 117 12/01/15 360 360 46,335 0.07000
93 117 12/01/15 360 357 46,229 0.02000
93.01 117 12/01/15 360 357 38,260
93.02 117 12/01/15 360 357 7,968
94 118 01/01/16 0 0 37,784 0.02000
95 118 01/01/16 360 358 45,473 0.02000
96 118 01/01/16 300 298 51,300 0.02000
97 118 01/01/16 300 298 50,667 0.02000
98 117 12/01/15 360 357 45,509 0.02000
99 118 01/01/16 360 358 43,966 0.02000
100 117 12/01/15 360 360 41,233 0.02000
101 117 12/01/15 360 360 40,552 0.02000
102 118 01/01/16 360 358 41,494 0.07000
102.01 118 01/01/16 360 358 6,916
102.02 118 01/01/16 360 358 6,916
102.03 118 01/01/16 360 358 6,916
102.04 118 01/01/16 360 358 6,916
102.05 118 01/01/16 360 358 6,916
102.06 118 01/01/16 360 358 6,916
103 118 01/01/16 360 358 39,869 0.02000
104 117 12/01/15 360 360 41,789 0.02000
105 118 01/01/16 360 358 40,628 0.07000
106 118 01/01/16 360 358 40,186 0.02000
107 118 01/01/16 360 358 39,965 0.02000
108 118 01/01/16 360 360 39,851 0.02000
109 118 01/01/16 360 360 38,766 0.02000
110 116 11/01/15 360 360 37,634 0.02000
111 118 01/01/16 360 358 38,428 0.02000
111.01 118 01/01/16 360 358 16,758
111.02 118 01/01/16 360 358 11,052
111.03 118 01/01/16 360 358 10,618
112 117 12/01/15 360 360 36,258 0.02000
113 118 01/01/16 360 360 35,283 0.02000
114 118 01/01/16 360 358 37,915 0.02000
115 116 11/01/15 360 356 35,578 0.02000
116 118 01/01/16 360 358 34,729 0.02000
117 118 01/01/16 360 358 34,218 0.02000
118 116 11/01/15 360 356 34,105 0.07000
119 120 03/01/16 360 360 33,908 0.07000
120 118 01/01/16 360 360 32,181 0.02000
121 120 03/01/16 360 360 33,011 0.02000
122 118 01/01/16 300 298 35,790 0.11000
123 117 12/01/15 360 357 32,467 0.08000
124 118 01/01/16 360 358 31,968 0.02000
125 118 01/01/16 360 358 31,933 0.07000
126 119 02/01/16 360 360 31,713 0.02000
127 142 01/01/18 144 142 50,610 0.02000
128 117 12/01/15 360 360 29,917 0.02000
129 119 02/01/16 300 299 33,767 0.02000
130 118 01/01/16 360 358 30,471 0.02000
131 118 01/01/16 360 358 29,819 0.02000
132 118 01/01/16 360 358 29,611 0.02000
133 116 11/01/15 360 356 29,209 0.02000
134 175 10/01/20 360 355 30,538 0.02000
135 116 11/01/15 360 356 28,925 0.09000
136 120 03/01/16 360 360 29,529 0.02000
137 120 03/01/16 360 360 30,106 0.02000
138 117 12/01/15 360 357 29,179 0.07000
139 116 11/01/15 360 356 28,285 0.02000
140 117 12/01/15 360 360 27,344 0.02000
141 116 11/01/15 360 360 27,405 0.02000
142 117 12/01/15 360 360 27,570 0.02000
143 118 01/01/16 360 358 26,033 0.02000
144 118 01/01/16 360 358 25,607 0.02000
145 117 12/01/15 360 357 25,232 0.02000
146 82 01/01/13 360 358 24,918 0.02000
147 57 12/01/10 0 0 21,429 0.11000
148 118 01/01/16 360 360 24,277 0.02000
149 120 03/01/16 300 300 26,083 0.07000
150 118 01/01/16 360 358 23,903 0.02000
151 118 01/01/16 360 360 23,220 0.02000
152 120 03/01/16 360 360 24,259 0.07000
153 116 11/01/15 300 296 26,366 0.02000
154 117 12/01/15 240 237 28,715 0.02000
155 119 02/01/16 360 359 22,787 0.02000
156 57 12/01/10 360 357 23,802 0.02000
157 120 03/01/16 360 360 23,789 0.02000
158 118 01/01/16 360 358 22,067 0.02000
159 117 12/01/15 360 360 21,646 0.02000
160 117 12/01/15 0 0 16,247 0.02000
160.01 117 12/01/15 0 0 4,569
160.02 117 12/01/15 0 0 4,122
160.03 117 12/01/15 0 0 3,859
160.04 117 12/01/15 0 0 3,697
161 60 03/01/11 360 360 21,898 0.07000
162 117 12/01/15 360 360 20,954 0.02000
163 117 12/01/15 360 360 20,690 0.02000
163.01 117 12/01/15 360 360 9,940
163.02 117 12/01/15 360 360 4,059
163.03 117 12/01/15 360 360 3,533
163.04 117 12/01/15 360 360 3,157
164 120 03/01/16 360 360 20,917 0.07000
165 118 01/01/16 360 358 21,238 0.07000
166 118 01/01/16 360 360 20,707 0.07000
167 120 03/01/16 360 360 20,381 0.02000
168 119 02/01/16 360 360 19,672 0.02000
169 111 06/01/15 0 0 15,915 0.02000
170 117 12/01/15 360 360 19,057 0.02000
171 117 12/01/15 360 357 19,715 0.02000
172 116 11/01/15 360 356 18,182 0.02000
173 120 03/01/16 360 360 18,870 0.02000
174 117 12/01/15 360 357 18,817 0.02000
175 120 03/01/16 360 360 18,310 0.02000
176 118 01/01/16 360 358 18,543 0.02000
177 140 11/01/17 360 356 16,659 0.02000
178 114 09/01/15 300 294 18,280 0.02000
179 118 01/01/16 360 358 17,022 0.07000
180 118 01/01/16 0 0 12,238 0.02000
181 116 11/01/15 360 356 16,272 0.02000
182 117 12/01/15 0 0 12,491 0.02000
183 80 11/01/12 300 296 15,888 0.02000
184 118 01/01/16 360 358 15,364 0.07000
185 118 01/01/16 360 360 14,795 0.07000
186 117 12/01/15 0 0 10,963 0.02000
187 117 12/01/15 240 237 16,809 0.02000
188 117 12/01/15 360 360 13,031 0.02000
189 118 01/01/16 360 360 12,717 0.02000
190 117 12/01/15 360 357 12,895 0.02000
191 117 12/01/15 300 297 14,050 0.07000
192 118 01/01/16 300 298 12,946 0.02000
193 117 12/01/15 360 357 11,881 0.02000
194 118 01/01/16 360 358 11,437 0.04000
195 119 02/01/16 360 360 9,046 0.02000
196 116 11/01/15 360 356 9,123 0.02000
197 117 12/01/15 300 297 7,993 0.13500
198 118 01/01/16 0 0 3,815 0.02000
Loan # Accrual Type ARD (Y/N) ARD Step Up (%) Title Type Crossed Loan Originator/Loan Seller
------ ------------ --------- --------------- ---------- ------------ ----------------------
1 Actual/360 No Fee JPMCB
2 Actual/360 No Fee JPMCB
2.01 Actual/360 No Fee JPMCB
2.02 Actual/360 No Fee JPMCB
2.03 Actual/360 No Fee JPMCB
2.04 Actual/360 No Fee JPMCB
2.05 Actual/360 No Fee JPMCB
2.06 Actual/360 No Fee JPMCB
2.07 Actual/360 No Fee JPMCB
2.08 Actual/360 No Fee JPMCB
2.09 Actual/360 No Fee JPMCB
2.10 Actual/360 No Fee JPMCB
2.11 Actual/360 No Fee JPMCB
2.12 Actual/360 No Fee JPMCB
2.13 Actual/360 No Fee JPMCB
2.14 Actual/360 No Fee JPMCB
2.15 Actual/360 No Fee JPMCB
2.16 Actual/360 No Fee JPMCB
2.17 Actual/360 No Fee JPMCB
2.18 Actual/360 No Fee JPMCB
2.19 Actual/360 No Fee JPMCB
2.20 Actual/360 No Fee JPMCB
2.21 Fee JPMCB
3 Actual/360 No Fee A JPMCB
4 Actual/360 No Fee A JPMCB
5 Actual/360 No Fee A JPMCB
6 Actual/360 No Fee A JPMCB
7 Actual/360 No Fee A JPMCB
8 Actual/360 No Fee A JPMCB
9 Actual/360 No Fee A JPMCB
10 Actual/360 No Fee A JPMCB
11 Actual/360 No Fee JPMCB
12 Actual/360 No Fee JPMCB
12.01 Actual/360 No Fee JPMCB
12.02 Actual/360 No Fee JPMCB
12.03 Actual/360 No Fee JPMCB
12.04 Actual/360 No Fee JPMCB
12.05 Actual/360 No Fee JPMCB
12.06 Actual/360 No Fee JPMCB
12.07 Actual/360 No Fee JPMCB
12.08 Actual/360 No Fee JPMCB
12.09 Actual/360 No Fee JPMCB
12.10 Actual/360 No Fee JPMCB
12.11 Actual/360 No Fee JPMCB
12.12 Actual/360 No Fee JPMCB
12.13 Actual/360 No Fee JPMCB
12.14 Actual/360 No Fee JPMCB
12.15 Actual/360 No Fee JPMCB
12.16 Actual/360 No Fee JPMCB
13 Actual/360 No Fee JPMCB
13.01 Actual/360 No Fee JPMCB
13.02 Actual/360 No Fee JPMCB
13.03 Actual/360 No Fee JPMCB
13.04 Actual/360 No Fee JPMCB
13.05 Actual/360 No Fee JPMCB
13.06 Actual/360 No Fee JPMCB
13.07 Actual/360 No Fee JPMCB
14 Actual/360 No Fee JPMCB
14.01 Actual/360 No Fee JPMCB
14.02 Actual/360 No Fee JPMCB
14.03 Actual/360 No Fee JPMCB
15 Actual/360 No Fee JPMCB
16 Actual/360 No Fee CIBC
17 Actual/360 No Fee JPMCB
18 Actual/360 No Fee CIBC
19 Actual/360 No Fee JPMCB
20 Actual/360 No Fee JPMCB
21 Actual/360 No Fee JPMCB
22 Actual/360 No Fee CIBC
23 Actual/360 No Fee JPMCB
24 Actual/360 No Fee JPMCB
25 Actual/360 No Leasehold CIBC
26 Actual/360 No Leasehold JPMCB
27 Actual/360 No Fee JPMCB
28 Actual/360 No Fee CIBC
28.01 Actual/360 No Fee CIBC
28.02 Actual/360 No Fee CIBC
28.03 Actual/360 No Fee CIBC
28.04 Actual/360 No Fee CIBC
28.05 Actual/360 No Fee CIBC
29 Actual/360 No Fee CIBC
30 Actual/360 No Fee CIBC
31 Actual/360 No Fee CIBC
32 Actual/360 No Fee CIBC
33 Actual/360 No Fee JPMCB
34 Actual/360 No Fee JPMCB
35 Actual/360 No Fee CIBC
36 Actual/360 No Fee CIBC
37 Actual/360 No Fee CIBC
37.01 Actual/360 No Fee CIBC
37.02 Actual/360 No Fee CIBC
37.03 Actual/360 No Fee CIBC
38 Actual/360 No Fee CIBC
39 Actual/360 No Fee JPMCB
40 Actual/360 No Fee JPMCB
41 Actual/360 No Fee JPMCB
42 Actual/360 No Fee JPMCB
43 Actual/360 No Fee JPMCB
44 Actual/360 No Fee JPMCB
45 Actual/360 No Fee CIBC
46 Actual/360 No Fee CIBC
46.01 Actual/360 No Fee CIBC
46.02 Actual/360 No Fee CIBC
46.03 Actual/360 No Fee CIBC
47 Actual/360 No Fee CIBC
48 Actual/360 No Fee CIBC
49 Actual/360 No Fee CIBC
50 Actual/360 No Fee CIBC
51 Actual/360 No Fee CIBC
52 Actual/360 No Fee CIBC
53 Actual/360 No Fee CIBC
54 Actual/360 No Fee CIBC
55 Actual/360 No Fee JPMCB
56 Actual/360 No Fee JPMCB
57 Actual/360 No Fee JPMCB
58 Actual/360 No Fee JPMCB
59 Actual/360 No Fee CIBC
60 Actual/360 No Fee JPMCB
61 Actual/360 No Fee CIBC
62 Actual/360 No Fee JPMCB
63 Actual/360 No Fee CIBC
64 Actual/360 No Fee JPMCB
65 Actual/360 No Fee JPMCB
66 Actual/360 No Fee CIBC
67 Actual/360 No Fee JPMCB
68 Actual/360 No Fee JPMCB
69 Actual/360 No Fee CIBC
70 Actual/360 No Fee JPMCB
71 Actual/360 No Fee CIBC
72 Actual/360 No Fee and Leasehold CIBC
73 Actual/360 No Fee CIBC
74 Actual/360 No Fee CIBC
75 Actual/360 No Fee CIBC
76 Actual/360 No Fee CIBC
77 Actual/360 No Fee CIBC
78 Actual/360 No Fee CIBC
79 Actual/360 No Fee CIBC
80 Actual/360 No Fee JPMCB
81 Actual/360 No Leasehold CIBC
82 Actual/360 No Fee JPMCB
83 Actual/360 No Fee JPMCB
84 Actual/360 No Fee JPMCB
84.01 Actual/360 No Fee JPMCB
84.02 Actual/360 No Fee JPMCB
84.03 Actual/360 No Fee JPMCB
84.04 Actual/360 No Fee JPMCB
84.05 Actual/360 No Fee JPMCB
84.06 Actual/360 No Fee JPMCB
85 Actual/360 No Fee JPMCB
86 Actual/360 No Fee JPMCB
87 Actual/360 No Fee JPMCB
88 Actual/360 No Fee JPMCB
89 Actual/360 No Fee JPMCB
90 Actual/360 No Fee CIBC
91 Actual/360 No Fee JPMCB
92 Actual/360 No Fee JPMCB
93 Actual/360 No Fee CIBC
93.01 Actual/360 No Fee CIBC
93.02 Actual/360 No Fee CIBC
94 Actual/360 No Fee CIBC
95 Actual/360 No Fee JPMCB
96 Actual/360 No Leasehold CIBC
97 Actual/360 No Fee CIBC
98 Actual/360 No Fee CIBC
99 Actual/360 No Fee CIBC
100 Actual/360 No Fee CIBC
101 Actual/360 No Fee JPMCB
102 Actual/360 No Fee JPMCB
102.01 Actual/360 No Fee JPMCB
102.02 Actual/360 No Fee JPMCB
102.03 Actual/360 No Fee JPMCB
102.04 Actual/360 No Fee JPMCB
102.05 Actual/360 No Fee JPMCB
102.06 Actual/360 No Fee JPMCB
103 Actual/360 No Leasehold CIBC
104 Actual/360 No Fee CIBC
105 Actual/360 No Fee JPMCB
106 Actual/360 No Fee CIBC
107 Actual/360 No Fee JPMCB
108 Actual/360 No Fee CIBC
109 Actual/360 No Fee JPMCB
110 Actual/360 No Fee JPMCB
111 Actual/360 No Fee JPMCB
111.01 Actual/360 No Fee JPMCB
111.02 Actual/360 No Fee JPMCB
111.03 Actual/360 No Fee JPMCB
112 Actual/360 No Fee CIBC
113 Actual/360 No Fee JPMCB
114 Actual/360 No Fee CIBC
115 Actual/360 No Fee CIBC
116 Actual/360 No Fee JPMCB
117 Actual/360 No Fee JPMCB
118 Actual/360 No Fee JPMCB
119 Actual/360 No Fee CIBC
120 Actual/360 No Fee JPMCB
121 Actual/360 No Fee CIBC
122 Actual/360 No Fee CIBC
123 Actual/360 No Fee JPMCB
124 Actual/360 No Fee JPMCB
125 Actual/360 No Fee JPMCB
126 Actual/360 No Fee CIBC
127 Actual/360 No Fee JPMCB
128 Actual/360 No Fee JPMCB
129 Actual/360 No Fee JPMCB
130 Actual/360 No Fee CIBC
131 Actual/360 No Fee CIBC
132 Actual/360 No Fee JPMCB
133 Actual/360 No Fee CIBC
134 Actual/360 No Fee CIBC
135 Actual/360 No Fee JPMCB
136 Actual/360 No Fee CIBC
137 Actual/360 No Fee and Leasehold CIBC
138 Actual/360 No Fee CIBC
139 Actual/360 No Fee CIBC
140 Actual/360 No Fee CIBC
141 Actual/360 No Fee CIBC
142 Actual/360 No Fee CIBC
143 Actual/360 No Fee CIBC
144 Actual/360 No Fee CIBC
145 Actual/360 No Fee CIBC
146 Actual/360 No Fee CIBC
147 Actual/360 No Fee JPMCB
148 Actual/360 No Fee JPMCB
149 Actual/360 No Fee CIBC
150 Actual/360 No Fee CIBC
151 Actual/360 No Fee JPMCB
152 Actual/360 No Fee CIBC
153 Actual/360 No Fee CIBC
154 Actual/360 No Fee CIBC
155 Actual/360 No Fee CIBC
156 Actual/360 No Fee CIBC
157 Actual/360 No Fee JPMCB
158 Actual/360 No Fee JPMCB
159 Actual/360 No Fee CIBC
160 Actual/360 No Fee CIBC
160.01 Actual/360 No Fee CIBC
160.02 Actual/360 No Fee CIBC
160.03 Actual/360 No Fee CIBC
160.04 Actual/360 No Fee CIBC
161 Actual/360 No Fee CIBC
162 Actual/360 No Fee JPMCB
163 Actual/360 No Fee CIBC
163.01 Actual/360 No Fee CIBC
163.02 Actual/360 No Fee CIBC
163.03 Actual/360 No Fee CIBC
163.04 Actual/360 No Fee CIBC
164 Actual/360 No Fee CIBC
165 Actual/360 No Fee JPMCB
166 Actual/360 No Fee JPMCB
167 Actual/360 No Fee CIBC
168 Actual/360 No Fee CIBC
169 Actual/360 No Fee CIBC
170 Actual/360 No Fee CIBC
171 Actual/360 No Fee CIBC
172 Actual/360 No Fee JPMCB
173 Actual/360 No Fee CIBC
174 Actual/360 No Fee JPMCB
175 Actual/360 No Fee CIBC
176 Actual/360 No Fee JPMCB
177 Actual/360 No Fee JPMCB
178 Actual/360 No Fee JPMCB
179 Actual/360 No Fee JPMCB
180 Actual/360 No Fee CIBC
181 Actual/360 No Fee JPMCB
182 Actual/360 No Fee CIBC
183 Actual/360 No Fee JPMCB
184 Actual/360 No Fee JPMCB
185 Actual/360 No Fee JPMCB
186 Actual/360 No Fee CIBC
187 Actual/360 No Fee CIBC
188 Actual/360 No Fee JPMCB
189 Actual/360 No Fee CIBC
190 Actual/360 No Fee JPMCB
191 Actual/360 No Fee JPMCB
192 Actual/360 No Fee JPMCB
193 Actual/360 No Fee CIBC
194 Actual/360 No Fee JPMCB
195 Actual/360 No Fee CIBC
196 Actual/360 No Fee JPMCB
197 Actual/360 No Fee JPMCB
198 Actual/360 No Fee CIBC
Loan # Guarantor
------ ---------
1 Simon Property Group L.P., Xxxxxx Street Capital, LLC, Institutional Mall Investors LLC
2 X.X. Xxxxxxx
2.01 X.X. Xxxxxxx
2.02 X.X. Xxxxxxx
2.03 X.X. Xxxxxxx
2.04 X.X. Xxxxxxx
2.05 X.X. Xxxxxxx
2.06 X.X. Xxxxxxx
2.07 X.X. Xxxxxxx
2.08 X.X. Xxxxxxx
2.09 X.X. Xxxxxxx
2.10 X.X. Xxxxxxx
2.11 X.X. Xxxxxxx
2.12 X.X. Xxxxxxx
2.13 X.X. Xxxxxxx
2.14 X.X. Xxxxxxx
2.15 X.X. Xxxxxxx
2.16 X.X. Xxxxxxx
2.17 X.X. Xxxxxxx
2.18 X.X. Xxxxxxx
2.19 X.X. Xxxxxxx
2.20 X.X. Xxxxxxx
2.21 Colony Capital
3 Colony Capital
4 Colony Capital
5 Colony Capital
6 Colony Capital
7 Colony Capital
8 Colony Capital
9 Colony Capital
10 Colony Capital
11 Xxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxxx Xxxxxxxx
12 CenterPoint Xxxxx Xxxxxxxx LLC
12.01 CenterPoint Xxxxx Xxxxxxxx LLC
12.02 CenterPoint Xxxxx Xxxxxxxx LLC
12.03 CenterPoint Xxxxx Xxxxxxxx LLC
12.04 CenterPoint Xxxxx Xxxxxxxx LLC
12.05 CenterPoint Xxxxx Xxxxxxxx LLC
12.06 CenterPoint Xxxxx Xxxxxxxx LLC
12.07 CenterPoint Xxxxx Xxxxxxxx LLC
12.08 CenterPoint Xxxxx Xxxxxxxx LLC
12.09 CenterPoint Xxxxx Xxxxxxxx LLC
12.10 CenterPoint Xxxxx Xxxxxxxx LLC
12.11 CenterPoint Xxxxx Xxxxxxxx LLC
12.12 CenterPoint Xxxxx Xxxxxxxx LLC
12.13 CenterPoint Xxxxx Xxxxxxxx LLC
12.14 CenterPoint Xxxxx Xxxxxxxx LLC
12.15 CenterPoint Xxxxx Xxxxxxxx LLC
12.16 CenterPoint Xxxxx Xxxxxxxx LLC
13 Advance Realty Group, LLC
13.01 Advance Realty Group, LLC
13.02 Advance Realty Group, LLC
13.03 Advance Realty Group, LLC
13.04 Advance Realty Group, LLC
13.05 Advance Realty Group, LLC
13.06 Advance Realty Group, LLC
13.07 Advance Realty Group, LLC
14 ING Management Limited
14.01 ING Management Limited
14.02 ING Management Limited
14.03 ING Management Limited
15 GFW Trust
16 Xxxx Xxxxxx
17 Xxxxxx Xxxxxxxxxxx, Xxxx Xxxxxxxxxxx
18 Columbia Sussex Corporation
19 Xxx X. Xxxxxx III, Xxxx X. Xxxx and Xxxxxxxx X. Xxxxx XX
20 Xxxxxx Xxxxxxxx
21 Xxxx X. Xxxxxxxx, Xxxxxxxx Development Company, LLC
22 HGGP Capital II, LLC
00 Xxxxxxxx Xxxxxxx, L.L.C.
24 Xxxx Xxxxxxxxx
25 Xxxxxxx X. Xxxxx
26 Xxxxxx X. Xxxxxxx Xx., Xxxx Xxxxxxx
27 Xxxxx Xxxxxxxxx
28 Corporate Property Associates 16-Global Incorporated
28.01 Corporate Property Associates 16-Global Incorporated
28.02 Corporate Property Associates 16-Global Incorporated
28.03 Corporate Property Associates 16-Global Incorporated
28.04 Corporate Property Associates 16-Global Incorporated
28.05 Corporate Property Associates 16-Global Incorporated
29 Xxxxx X. Xxxxxxx, Xxxxxx Xxx
30 G. Holdings Corporation
31 Empire Commercial Real Estate, L.P.
32 Xxxxxx Xxxxx
33 CRP Holdings A, L.P.
34 Xxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxx X. Xxxxxx, XX
35 Xxxxxx Xxxxx
36 Xxxxxxx Xxxxxxxxxxxxx, Xxxxx Xxxxxx
37 Xxxx X. Xxxxxxx
37.01 Xxxx X. Xxxxxxx
37.02 Xxxx X. Xxxxxxx
37.03 Xxxx X. Xxxxxxx
38 Northern Group Inc.
00 Xxxxxxxx Xxxxxxx, L.L.C.
40 Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxxx, Xx.
41 Xxxxx X. Xxxxxx
42 Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx
43 Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx,
Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx, Hope X. Xxxxxxxxx Cater,
Xxxxxxx X. Xxxxxx, Xxxxxx Com
44 Xxxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxxx Family Trust
00 Xxxxx Xxxxx Xxxxxxxxxx, Jr.
46 Xxxxxx Xxxx
46.01 Xxxxxx Xxxx
46.02 Xxxxxx Xxxx
46.03 Xxxxxx Xxxx
47 Xxxxxx Enterprises, Xxxx Family Partners, L.P.
48 Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxx, Xxxxxxx X. Xxxxx
49 Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Brand, Xxxxxxx X. Xxxxxxx,
50 Xxxxxxx X. Xxxxxx
51 Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx
52 Xxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxx, III
53 Xxx Xxxxxx, Xxxxx Xxxxxxxx
54 Xxx Xxxxxxxx, Xxxxxxx Xxxxx
55 Xxxxx Xxxxxxxxx
56 Tower City Hotel Associates Limited Partnership
57 Kubs Income Fund I, LP
58 Xxxxxxx X. York
00 Xxxxxx X. Xxxxxxx
00 Xxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxxxx
61 Xxxx Xxxxxxxxx
62 Xxxxxx Xxxx
63 Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Brand, Xxxxxxx X. Xxxxxxx
64 Xxxxxxx Xxxxxxx
65 Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx
66 Xxxxxx Xxxxxxxx, Xxxx Xxxx
67 Xxxxxx Xxxxxx
68 Xxxxx Xxxxxx, Xxxx Xxxxxx
69 Xxxxxx X. Xxxxx, Xx.
70 Xxxxxx Xxxxxx
71 Xxxxxx Xxxxx Xxxxxx
72 Xxxxx Xxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx
73 Xxxxxx X. Xxxxx, Xx.
74 Xxxx X. Xxxxxxx, Xxxxx X. Xxxxx
75 Xxxxxxxxx X. Xxx, Xxxxx Xxx
76 Xxxxx Xxxxxxx, Xxxx Xxxxxxxxx
77 Xxxxx Xxxxx
78 Xxxxxxx X. Xxxxxx, Xxxxxxx Xxxx
79 Eastern Western Corporation
80 Xxxxx Xxxxxx, Xxxx Xxxxxx
81 Xxxxxx X. Xxxxx
82 Xxxxx Xxxxxx
83 Xxxxxx Xxxxx, Xxxx Xxxxx Xxxxx
84 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.01 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.02 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.03 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.04 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.05 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
84.06 Xxxxxx X. Xxxxxxx, D. Xxxxx Xxxxx
85 Xxxxxxxxx Family Trust
86 Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx
87 Xxxxxxx X. Xxxxxxxx
88 Bavar I Limited Partnership, L.L.L.P.
89 Xxxxxx St. Xxxx LLC, Per Properties LLC
90 Xxxxx Xxxxxx
91 Xxxxxx Xxxxxx
92 Xxxxxx Xxxxxxxx
93 Xxxxxx X. Xxxxx, Xx.
93.01 Xxxxxx X. Xxxxx, Xx.
93.02 Xxxxxx X. Xxxxx, Xx.
94 The Hampshire Generational Fund LLC
95 Xxxxxx Xxxxx
96 Xxxxxx Xxxxxxxx
97 Xxxxxxx X. Xxxxx
98 Xxxxxx X. Xxxxx, Xx.
99 Xxxxxxx X. Xxxx, Xx., Xxxxxxx X. Xxxx
100 Xxx Xxxxxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
102 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.01 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.02 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.03 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.04 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.05 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
102.06 Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
103 Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxx
104 Xxxxxx X. Xxxxxx, Xxxxxxxxx X. Xxxxxxxx
105 Xxxxxxxxx X. Xxxxxxxx
106 Xxxx Xxxxxx, Xxxxxx X. Xxxxxxxxxx
107 Xxxxx Xxx, Xxx Xxxxx Xxx, Xxxxx Xxx Xxxx Xxx
108 Xxxxxx X. Xxxxxx, Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
110 X.X. Xxxxxx, XX, Xxxxx Xxxxx Xxxxxx
111 Xxxxxx Xxxxxxx Xxxxx, IV
111.01 Xxxxxx Xxxxxxx Xxxxx, IV
111.02 Xxxxxx Xxxxxxx Xxxxx, IV
111.03 Xxxxxx Xxxxxxx Xxxxx, IV
112 Xxxxxx X. Xxxxxx, Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
114 Xxxxxx X. Xxxxx, Xx.
115 Xxxxxxx X. Xxxxx
116 R. Xxxxx Xxxxx
117 Xxxx X. Xxxxxxxxx
118 Xxxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxx Xxxxxxxxxx
119 Xxxxxx X. Xxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
121 Xxxxx X. Xxxxxx
122 Xxxxxxxx X. Xxxxx
000 Xxxxxx Xx. Xxxx
000 Xxx Xxxx X. Xxxxxx
125 Xxxxxxxxx X. Xxxxxxxx
126 Xxxx Xxxxxx, Xx., Xxxxxxx Xxxxxx
127 Xxx X. Xxxxxxx, X. X. Xxxxxxx Family Limited Partnership, The Cliffs, Inc. and Xxxxxxxxx Family Cliffs Limited
Partnership #1
000 Xxxxxxxx Xxxxxxx, L.L.C.
129 Sunburst Hospitality Corporation
130 Xxxxxx Xxxxx Xxxxxx
131 Xxxx X. Xxxxxx
132 Xxxxxxx X. Xxxxxx
133 Xxxxx Xxxxxxxxx
134 LAC Properties Operating Partnership, L.P.
135 Xxxx X. Xxxxxxx
136 Xxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxx
137 Xxxxxxx X. Xxxx
138 Xxxxxx X. Xxxxxxx
000 Xxxx-Xxx Xxx, Xxxxxx Xxx
000 Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxx
141 O. Xxxxx Xxxxx
142 H. Xxxxx Xxxxx, III, Xxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx Xxxxxx
143 Xxxxxxxxx Xxxxxx, K. Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx
144 X. Xxxxxxxx Xxxxxxxxx III, Xxxxxxx X. Xxxxxxxxx
145 Xxxx Xxxxxxxx XX
146 Xxxxxxx Xxxxxxx
147 Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx, as trustees of the Xxxxxxxx Trust,
dated September 1995, Xxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, LLC, Xxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, as trustees of
the Xxxxxxxx Family 2003
148 Bentley Xxxxxxxx
149 Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xx.
150 Xxxxxxx Xxxxxx Xxxxxxx
000 Xxxxxxxx Xxxxxxx, L.L.C.
152 Xxxxxxx X. Xxxxxx
153 Xxxxxxx X. Xxxxxxx, Xxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxx X. Xxxxxx
154 Xxxxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx
155 Xxxxxx X. Xxxxxxx
156 J. Xxxxxx XxXxxxxx
000 Xxxxxx X. Xxxxx
000 Xxx X. Xxxxxxx xxx Xxxxx Xxxxxxx
159 Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxxx
160 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
160.01 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
160.02 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
160.03 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
160.04 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
161 Xxxx Xxxxxxx
162 Xxxxxxxxx X. Xxxxxxxx, Xxxx Xxxx Xxxxxxxx, R. Xxxxx Xxxxx, Xxxxxxx Xxx
163 H. Xxxxx Xxxxx, III
163.01 H. Xxxxx Xxxxx, III
163.02 H. Xxxxx Xxxxx, III
163.03 H. Xxxxx Xxxxx, III
163.04 H. Xxxxx Xxxxx, III
164 Xxxxxx Xxxxxxxx, Xxxx Xxxx
000 X. Xxxxxxx Xxxxxxxxx, XX, Xxxxxxx X.X. Xxx
166 Xxxxxxx X. Xxxxx
167 Xxxxxxx X. Xxxxxxxxxx
168 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx
169 The Hampshire Generational Fund LLC
170 Xxx Xxxxxxxxx
171 Sterling Centrecorp Inc., Sterling Centrecorp U.S. Inc.
172 Ryder, Xxxxxxxx Properties, Inc.
173 Xxxxxxx Xxxx
174 Juergent Xxxxxx and Xxxxxxx X. Xxxxxx
175 Xxxxxxxxx Xxxxxx
176 Xxxxxx Xxxxxxxxx, Xxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxx
177 Simi Investment Company, Ltd .
178 Xxxxxx X. Xxxxxx and Xxxxxx X Xxxxxx, Inc.
179 Xxxxxxxx Xxxxxxx
180 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
000 Xxxxxxx Xxxxxxx LLC, Black Mountain Investment LLC, Xxxxxxx Mitriani Revocable Trust Dated August 16, 2004,
Xxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Inc., Venture Holdings, Inc., Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx Trust
182 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
183 W.P. Xxxxx & Co. LLC
184 Xxxxxxx X. Xxxxx
185 Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxxxxxxx
186 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
187 Xxxxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxx
188 Xxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxxxxxxx
189 Xxxxxx X. Xxxxxx, Xxxxxxxx Xxxxxx
190 Xxxxxxx X. Xxxxxx
000 Xxxx X. Xxxxx
192 Xxxx X. Xxxxx
193 Xxxxxx X. Xxxxx, Xx.
194 Xxxxx X. Xxxxxxx
195 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
196 Xxxxxx Xxxxx
197 Xxxxxxx X. Xxxxx and F. Xxxxxx Xxxxx
198 Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx
UPFRONT ESCROW
-----------------------------------------------------------------------------
Loan # Letter of Credit Upfront CapEx Reserve Upfront Eng. Reserve Upfront Envir. Reserve
------ ---------------- --------------------- -------------------- ----------------------
1 No 0.00 0.00 0.00
2 4,891,428.8 0.00 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21 No 0.00 0.00 0.00
3 No 0.00 0.00
4 No 0.00 0.00
5 No 0.00 0.00
6 No 0.00 0.00
7 No 0.00 0.00
8 No 0.00 0.00
9 No 0.00 0.00
10 No 0.00 0.00
11 No 0.00 0.00 0.00
12 No 0.00 0.00 0.00
12.01 No
12.02 No
12.03 No
12.04 No
12.05 No
12.06 No
12.07 No
12.08 No
12.09 No
12.10 No
12.11 No
12.12 No
12.13 No
12.14 No
12.15 No
12.16 No
13 No 0.00 0.00 0.00
13.01 No
13.02 No
13.03 No
13.04 No
13.05 No
13.06 No
13.07 No
14 No 0.00 132,200.00 0.00
14.01 No
14.02 No
14.03 No
15 No 0.00 0.00 0.00
16 No 42,113.00 46,250.00 0.00
17 1,500,000.0 0.00 0.00 0.00
18 No 32,436.67 0.00 0.00
19 No 0.00 0.00 0.00
20 No 0.00 0.00 0.00
21 800,000.0 0.00 0.00 0.00
22 No 245,725.00 304,275.00 0.00
23 No 0.00 0.00 0.00
24 No 0.00 0.00 0.00
25 No 1,983.34 0.00 0.00
26 No 0.00 0.00 0.00
27 512,640 0.00 3,125.00 0.00
28 No 0.00 0.00 0.00
28.01 No
28.02 No
28.03 No
28.04 No
28.05 No
29 No 2,935.00 0.00 0.00
30 No 0.00 0.00 0.00
31 No 3,237.00 0.00 0.00
32 No 6,558.00 16,975.00 0.00
33 No 0.00 0.00 0.00
34 No 0.00 0.00 0.00
35 No 4,614.00 0.00 0.00
36 No 4,097.00 28,125.00 0.00
37 No 44,666.00 122,125.00 0.00
37.01 No
37.02 No
37.03 No
38 3,000,000.0 5,794.00 33,125.00 0.00
39 No 0.00 0.00 0.00
40 1,500,000.0 0.00 12,188.00 0.00
41 No 0.00 0.00 0.00
42 750,000.0 0.00 0.00 0.00
43 No 0.00 0.00 155,000.00
44 No 0.00 0.00 0.00
45 1,500,000.0 1,506.00 0.00 0.00
46 No 5,325.00 0.00 0.00
46.01 No
46.02 No
46.03 No
47 No 2,353.00 0.00 0.00
48 1,000,000.0 2,280.00 0.00 0.00
49 No 5,430.42 0.00 0.00
50 No 28,065.00 10,000.00 0.00
51 No 1,670.33 0.00 0.00
52 No 3,933.00 0.00 0.00
53 No 156,648.00 50,750.00 0.00
54 No 862.00 0.00 0.00
55 318,600 0.00 0.00 0.00
56 No 0.00 0.00 0.00
57 No 0.00 0.00 0.00
58 No 0.00 0.00 0.00
59 200,000.0 750.33 0.00 0.00
60 No 0.00 0.00 0.00
61 No 1,391.67 0.00 30,000.00
62 No 0.00 0.00 0.00
63 No 970.00 7,000.00 0.00
64 No 0.00 8,312.50 0.00
65 750,000.0 0.00 0.00 0.00
66 No 2,497.00 19,000.00 0.00
67 No 0.00 1,600.00 0.00
68 No 0.00 0.00 0.00
69 No 2,013.00 0.00 0.00
70 No 0.00 0.00 1,600.00
71 No 2,200.00 0.00 0.00
72 1,200,000.0 1,973.00 0.00 0.00
73 No 8,429.00 455,313.00 0.00
74 No 396.56 0.00 0.00
75 No 299.00 33,000.00 0.00
76 No 1,230.75 0.00 0.00
77 No 1,335.00 9,375.00 0.00
78 No 913.00 0.00 0.00
79 No 997.00 0.00 0.00
80 No 0.00 0.00 0.00
81 No 1,915.85 0.00 0.00
82 No 0.00 0.00 0.00
83 No 0.00 0.00 0.00
84 No 0.00 23,336.25 0.00
84.01 No
84.02 No
84.03 No
84.04 No
84.05 No
84.06 No
85 No 0.00 0.00 0.00
86 No 325,000.00 26,125.00 0.00
87 No 0.00 0.00 0.00
88 No 0.00 0.00 0.00
89 No 0.00 0.00 0.00
90 No 0.00 0.00 0.00
91 No 0.00 17,325.00 1,600.00
92 557,595.0 0.00 10,000.00 0.00
93 No 4,667.00 0.00 0.00
93.01 No
93.02 No
94 No 0.00 0.00 0.00
95 No 0.00 0.00 0.00
96 No 0.00 0.00 0.00
97 No 12,970.00 0.00 0.00
98 No 5,571.00 95,000.00 0.00
99 No 1,348.00 1,059,225.00 0.00
100 No 9,567.00 34,194.00 0.00
101 No 0.00 0.00 0.00
102 No 0.00 0.00 0.00
102.01 No
102.02 No
102.03 No
102.04 No
102.05 No
102.06 No
103 No 709.00 30,688.00 0.00
104 No 625.00 0.00 0.00
105 No 0.00 0.00 0.00
106 No 2,500.00 11,188.00 0.00
107 No 0.00 0.00 0.00
108 No 0.00 0.00 0.00
109 No 0.00 0.00 0.00
110 No 0.00 0.00 0.00
111 No 0.00 0.00 0.00
111.01 No
111.02 No
111.03 No
112 No 0.00 0.00 0.00
113 No 0.00 0.00 0.00
114 No 3,325.00 58,750.00 0.00
115 No 0.00 0.00 0.00
116 No 0.00 0.00 0.00
117 No 0.00 13,750.00 0.00
118 No 0.00 0.00 0.00
119 No 4,640.00 225,000.00 0.00
120 No 0.00 0.00 0.00
121 No 12,702.00 38,019.00 0.00
122 No 3,093.00 0.00 0.00
123 No 0.00 0.00 0.00
124 No 0.00 0.00 0.00
125 No 0.00 0.00 0.00
126 No 685.00 0.00 0.00
127 No 0.00 0.00 0.00
128 No 0.00 0.00 0.00
129 No 0.00 0.00 0.00
130 No 1,034.00 0.00 0.00
131 No 842.00 0.00 0.00
132 No 14,395.20 125,660.00 0.00
133 No 436.00 0.00 0.00
134 No 6,666.00 0.00 0.00
135 No 0.00 0.00 0.00
136 No 498.00 0.00 0.00
137 No 2,187.86 6,125.00 0.00
138 No 50,809.00 15,000.00 0.00
139 No 488.75 0.00 0.00
140 No 588.00 38,263.00 0.00
141 No 0.00 58,420.00 0.00
142 No 25,000.00 0.00 0.00
143 No 0.00 0.00 0.00
144 No 1,875.00 0.00 0.00
145 No 895.00 0.00 0.00
146 No 907.00 0.00 0.00
147 No 0.00 0.00 0.00
148 No 0.00 106,570.85 0.00
149 No 1,639.00 0.00 0.00
150 No 525.56 9,000.00 0.00
151 No 0.00 0.00 0.00
152 No 173.00 0.00 0.00
153 No 908.00 36,391.25 0.00
154 No 0.00 0.00 0.00
155 No 3,744.00 6,375.00 0.00
156 No 773.00 0.00 0.00
157 No 0.00 0.00 0.00
158 No 0.00 0.00 0.00
159 No 765.00 9,188.00 0.00
160 No 741.00 0.00 0.00
160.01 No
160.02 No
160.03 No
160.04 No
161 No 0.00 0.00 1,030.00
162 No 0.00 0.00 0.00
163 No 25,000.00 0.00 0.00
163.01 No
163.02 No
163.03 No
163.04 No
164 No 47,375.00 0.00 0.00
165 No 0.00 0.00 0.00
166 100,000.0 0.00 0.00 0.00
167 No 408.00 0.00 0.00
168 No 418.00 0.00 0.00
169 No 0.00 0.00 0.00
170 No 6,867.00 99,593.00 0.00
171 No 67,149.00 0.00 0.00
172 No 0.00 8,625.00 0.00
173 No 30,000.00 0.00 0.00
174 No 0.00 0.00 0.00
175 No 422.41 0.00 1,000.00
176 No 0.00 0.00 0.00
177 No 0.00 0.00 0.00
178 No 0.00 0.00 0.00
179 No 0.00 0.00 0.00
180 No 1,608.00 0.00 0.00
181 No 0.00 0.00 0.00
182 No 1,166.00 0.00 0.00
183 No 0.00 0.00 0.00
184 No 0.00 0.00 0.00
185 No 0.00 425,885.00 0.00
186 No 887.00 0.00 0.00
187 No 0.00 0.00 0.00
188 No 0.00 0.00 0.00
189 No 0.00 0.00 0.00
190 No 0.00 0.00 0.00
191 No 0.00 12,871.00 0.00
192 No 0.00 0.00 0.00
193 No 1,779.00 0.00 0.00
194 11,027.0 0.00 0.00 0.00
195 No 542.00 0.00 0.00
196 No 0.00 0.00 0.00
197 No 0.00 6,324.00 0.00
198 No 413.00 0.00 0.00
UPFRONT ESCROW
------------------------------------------------------------------------------------------------------
Loan # Upfront TI/LC Reserve Upfront RE Tax Reserve Upfront Ins. Reserve Upfront Other Reserve
------ --------------------- ---------------------- -------------------- ---------------------
1 0.00 0.00 0.00 0.00
2 0.00 0.00 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21 0.00 0.00 0.00 0.00
3 0.00 0.00 0.00 0.00
4 0.00 0.00 0.00 0.00
5 0.00 0.00 0.00 0.00
6 0.00 0.00 0.00 0.00
7 0.00 0.00 0.00 0.00
8 0.00 0.00 0.00 0.00
9 0.00 0.00 0.00 0.00
10 0.00 0.00 0.00 0.00
11 0.00 0.00 0.00 0.00
12 0.00 0.00 0.00 0.00
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10
12.11
12.12
12.13
12.14
12.15
12.16
13 0.00 169,609.19 0.00 0.00
13.01
13.02
13.03
13.04
13.05
13.06
13.07
14 0.00 0.00 0.00 0.00
14.01
14.02
14.03
15 2,340,000.00 147,442.91 31,441.08 0.00
16 5,097.00 173,692.67 33,161.25 0.00
17 0.00 29,355.19 10,471.83 0.00
18 0.00 86,638.84 17,826.00 0.00
19 0.00 38,394.75 12,273.50 0.00
20 0.00 122,562.81 9,666.67 520,000.00
21 0.00 96,566.95 49,813.75 0.00
22 2,307,083.33 86,914.00 34,573.83 0.00
23 0.00 90,656.87 0.00 0.00
24 0.00 79,982.17 0.00 0.00
25 0.00 0.00 14,786.50 3,601,500.00
26 0.00 24,581.56 12,768.67 0.00
27 0.00 76,699.08 0.00 0.00
28 0.00 0.00 0.00 0.00
28.01
28.02
28.03
28.04
28.05
29 250,000.00 199,441.67 18,506.25 0.00
30 0.00 0.00 0.00 0.00
31 12,501.00 98,254.49 34,802.15 0.00
32 350,000.00 71,944.00 35,638.63 0.00
33 0.00 0.00 0.00 0.00
34 0.00 40,125.83 55,361.67 0.00
35 200,000.00 146,876.92 12,667.25 0.00
36 8,193.00 217,538.25 31,182.28 556,000.00
37 0.00 51,854.63 48,444.25 650,000.00
37.01
37.02
37.03
38 29,167.00 96,853.33 17,446.00 0.00
39 0.00 58,002.83 0.00 0.00
40 0.00 10,216.65 15,431.67 0.00
41 0.00 28,068.79 13,641.33 0.00
42 0.00 219,664.81 47,422.83 0.00
43 0.00 45,975.01 85,027.64 0.00
44 0.00 0.00 0.00 0.00
45 0.00 0.00 0.00 0.00
46 0.00 66,945.31 26,880.67 0.00
46.01
46.02
46.03
47 11,765.00 143,199.00 72,121.66 0.00
48 0.00 33,162.50 3,675.42 0.00
49 6,000.00 30,549.47 41,144.25 0.00
50 0.00 40,587.01 78,791.33 1,000,000.00
51 140,000.00 43,987.25 15,163.75 0.00
52 0.00 87,688.40 61,883.50 0.00
53 0.00 639.53 43,897.67 0.00
54 6,833.33 69,151.25 14,248.33 52,627.14
55 0.00 57,334.21 0.00 0.00
56 0.00 0.00 0.00 7,663,000.00
57 0.00 116,688.06 0.00 0.00
58 0.00 0.00 0.00 0.00
59 5,000.00 112,000.00 4,225.75 150,121.00
60 0.00 47,677.62 4,499.25 10,000.00
61 9,583.33 163,195.33 17,413.00 0.00
62 0.00 29,961.36 7,524.00 0.00
63 3,125.00 82,401.92 23,913.17 770,000.00
64 0.00 19,543.40 0.00 0.00
65 0.00 29,394.37 9,774.67 0.00
66 4,167.00 77,373.19 51,221.67 12,000.00
67 0.00 22,742.15 5,832.87 0.00
68 238,000.00 22,650.48 4,721.15 0.00
69 0.00 112,125.00 30,632.05 0.00
70 0.00 42,684.07 5,844.93 0.00
71 0.00 26,666.67 9,875.50 0.00
72 413,799.00 82,438.66 30,614.19 500,000.00
73 0.00 36,360.50 61,250.85 0.00
74 0.00 58,892.40 14,924.67 0.00
75 0.00 80,096.93 10,822.50 170,000.00
76 0.00 95,000.00 37,922.08 0.00
77 6,250.00 14,164.18 9,002.33 0.00
78 6,417.00 14,890.67 17,753.08 0.00
79 5,417.00 51,911.67 6,001.00 0.00
80 112,000.00 22,841.13 4,326.68 0.00
81 5,416.67 134,437.82 20,810.49 0.00
82 0.00 0.00 0.00 0.00
83 150,000.00 9,367.22 6,324.55 0.00
84 0.00 17,658.34 20,851.00 0.00
84.01
84.02
84.03
84.04
84.05
84.06
85 0.00 49,794.35 6,667.95 300,000.00
86 0.00 41,245.03 0.00 0.00
87 0.00 42,483.55 16,599.16 38,065.00
88 0.00 42,366.96 0.00 0.00
89 0.00 17,342.48 0.00 0.00
90 7,663.41 53,629.57 48,036.75 0.00
91 0.00 28,096.07 4,466.27 0.00
92 0.00 69,816.40 4,407.33 0.00
93 0.00 20,930.75 36,480.59 0.00
93.01
93.02
94 0.00 0.00 0.00 0.00
95 0.00 24,491.48 4,521.25 0.00
96 0.00 0.00 43,580.75 0.00
97 0.00 29,978.93 40,272.91 0.00
98 0.00 20,124.00 38,576.22 0.00
99 6,750.00 43,000.00 7,114.58 61,627.00
100 0.00 35,527.50 45,196.80 33,017.00
101 0.00 30,942.02 0.00 0.00
102 0.00 0.00 0.00 0.00
102.01
102.02
102.03
102.04
102.05
102.06
103 0.00 0.00 0.00 0.00
104 3,125.00 4,920.15 38,490.46 725,000.00
105 290,400.00 28,271.92 5,357.67 0.00
106 3,500.00 19,098.23 8,568.50 500,000.00
107 0.00 22,838.93 4,361.30 0.00
108 0.00 0.00 3,577.80 0.00
109 0.00 22,556.27 0.00 0.00
110 0.00 156,220.79 12,943.33 0.00
111 0.00 5,836.83 7,000.00 0.00
111.01
111.02
111.03
112 0.00 0.00 2,006.65 0.00
113 0.00 40,615.36 0.00 0.00
114 0.00 24,533.33 25,169.28 0.00
115 0.00 58,478.15 0.00 0.00
116 0.00 8,115.14 1,493.50 0.00
117 0.00 0.00 0.00 0.00
118 0.00 26,919.88 4,157.17 0.00
119 0.00 68,302.99 36,203.25 0.00
120 0.00 14,056.51 0.00 0.00
121 4,166.66 31,666.67 12,504.06 0.00
122 4,167.00 94,059.24 28,086.67 7,500.00
123 158,918.00 70,180.47 0.00 0.00
124 50,000.00 16,770.45 7,304.75 97,395.00
125 0.00 37,483.34 3,617.67 66,000.00
126 2,083.00 7,623.67 7,494.50 62,882.00
127 0.00 38,463.54 8,934.38 0.00
128 0.00 15,480.00 0.00 0.00
129 0.00 0.00 0.00 0.00
130 2,084.00 10,850.00 4,231.50 0.00
131 5,000.00 27,311.84 2,569.58 550,000.00
132 0.00 15,706.45 5,811.67 0.00
133 201,452.00 99,166.67 24,602.36 325,000.00
134 0.00 35,914.67 52,882.33 0.00
135 0.00 126,896.49 15,960.58 0.00
136 4,166.66 22,045.00 9,046.92 0.00
137 504,166.66 53,800.50 0.00 0.00
138 200,000.00 56,463.75 3,329.67 0.00
139 53,333.33 95,512.00 4,859.38 0.00
140 100,000.00 53,726.00 4,285.25 1,100.00
141 0.00 59,154.03 17,264.67 0.00
142 0.00 22,270.00 8,302.00 0.00
143 0.00 39,237.50 48,737.08 0.00
144 0.00 23,385.00 13,129.19 300,000.00
145 2,387.00 36,287.91 19,888.66 125,000.00
146 0.00 5,218.50 4,012.33 0.00
147 0.00 3,300.41 20,107.34 0.00
148 0.00 16,799.25 34,712.00 0.00
149 2,083.00 30,571.57 8,021.82 0.00
150 37,000.00 44,986.85 14,724.17 22,500.00
151 0.00 10,355.24 0.00 0.00
152 0.00 0.00 355.00 20,000.00
153 3,333.33 6,505.37 5,681.08 150,000.00
154 0.00 15,605.75 4,535.00 0.00
155 0.00 8,645.32 21,150.00 200,000.00
156 494.33 6,085.85 3,321.25 250,000.00
157 0.00 0.00 1,822.33 0.00
158 0.00 21,276.66 7,840.00 13,440.00
159 4,166.67 59,454.50 3,476.00 25,000.00
160 0.00 16,992.30 13,493.25 0.00
160.01
160.02
160.03
160.04
161 0.00 4,342.91 8,759.17 50,000.00
162 50,000.00 21,696.25 1,437.75 0.00
163 0.00 20,642.50 12,289.50 0.00
163.01
163.02
163.03
163.04
164 0.00 22,000.00 1,450.00 100,000.00
165 0.00 8,022.29 11,617.20 0.00
166 0.00 10,922.93 1,546.25 0.00
167 51,667.00 9,222.50 7,571.08 0.00
168 2,748.00 40,632.86 2,445.40 0.00
169 0.00 0.00 0.00 0.00
170 0.00 36,250.00 31,468.00 20,133.00
171 40,000.00 6,042.94 6,267.25 214,645.48
172 0.00 114,367.00 17,651.23 0.00
173 45,000.00 16,250.00 2,943.17 620,000.00
174 0.00 5,850.00 1,168.75 0.00
175 833.33 0.00 0.00 0.00
176 0.00 30,531.32 1,532.50 0.00
177 0.00 65,400.00 0.00 0.00
178 0.00 62,374.26 8,928.33 0.00
179 0.00 15,137.79 2,740.50 0.00
180 0.00 6,706.67 40,000.00 0.00
181 121,875.00 1,154.28 878.50 0.00
182 0.00 32,894.17 16,779.02 0.00
183 0.00 0.00 0.00 0.00
184 0.00 20,818.15 1,300.00 0.00
185 0.00 30,253.63 0.00 0.00
186 0.00 16,764.42 12,420.11 0.00
187 0.00 8,150.75 2,567.25 0.00
188 0.00 0.00 0.00 0.00
189 0.00 0.00 704.70 0.00
190 0.00 0.00 0.00 0.00
191 0.00 874.59 1,799.08 0.00
192 0.00 10,674.00 5,650.00 0.00
193 0.00 5,956.25 11,690.63 0.00
194 0.00 1,065.50 0.00 0.00
195 0.00 7,921.50 11,916.67 0.00
196 0.00 14,154.49 553.67 0.00
197 0.00 3,208.93 4,024.19 0.00
198 0.00 2,310.67 11,500.00 0.00
MONTHLY ESCROW
---------------------------------------------------------------------------
Loan # Monthly Capex Reserve Monthly Envir. Reserve Monthly TI/LC Reserve
------ --------------------- ---------------------- ---------------------
1 0.00 0.00 0.00
2 18806.92 0.00 0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21 0.00 0.00 0.00
3 0.00 0.00 0.00
4 0.00 0.00 0.00
5 0.00 0.00 0.00
6 0.00 0.00 0.00
7 0.00 0.00 0.00
8 0.00 0.00 0.00
9 0.00 0.00 0.00
10 0.00 0.00 0.00
11 0.00 0.00 0.00
12 0.00 0.00 0.00
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10
12.11
12.12
12.13
12.14
12.15
12.16
13 7015.42 0.00 41667.00
13.01
13.02
13.03
13.04
13.05
13.06
13.07
14 0.00 0.00 0.00
14.01
14.02
14.03
15 353.24 0.00 0.00
16 1019.00 0.00 5097.00
17 0.00 0.00 0.00
18 32436.67 0.00 0.00
19 599.08 0.00 3195.83
20 1790.76 0.00 0.00
21 5000.00 0.00 0.00
22 0.00 0.00 7083.33
23 2931.81 0.00 0.00
24 935.59 0.00 19200.00
25 1983.34 0.00 0.00
26 0.00 0.00 2175.75
27 0.00 0.00 0.00
28 0.00 0.00 0.00
28.01
28.02
28.03
28.04
28.05
29 2935.00 0.00 0.00
30 0.00 0.00 0.00
31 1079.00 0.00 4167.00
32 6558.00 0.00 0.00
33 0.00 0.00 0.00
34 5674.67 0.00 0.00
35 4614.00 0.00 0.00
36 4097.00 0.00 8193.00
37 9666.00 0.00 0.00
37.01
37.02
37.03
38 5794.00 0.00 29167.00
39 1978.58 0.00 0.00
40 14731.92 0.00 0.00
41 0.00 0.00 0.00
42 6100.00 0.00 0.00
43 6434.00 0.00 0.00
44 0.00 0.00 0.00
45 1506.00 0.00 0.00
46 5325.00 0.00 0.00
46.01
46.02
46.03
47 1176.50 0.00 5882.50
48 1140.00 0.00 0.00
49 5430.42 0.00 6000.00
50 28065.00 0.00 0.00
51 1670.33 0.00 0.00
52 3933.00 0.00 0.00
53 3648.00 0.00 0.00
54 862.00 0.00 6833.33
55 0.00 0.00 0.00
56 1680.56 0.00 0.00
57 790.00 0.00 0.00
58 0.00 0.00 0.00
59 750.33 0.00 5000.00
60 3732.71 0.00 0.00
61 1391.67 0.00 9583.33
62 0.00 0.00 0.00
63 970.00 0.00 3125.00
64 1897.83 0.00 0.00
65 6375.00 0.00 0.00
66 2497.00 0.00 4167.00
67 7162.50 0.00 0.00
68 806.85 0.00 5833.33
69 2013.00 0.00 0.00
70 7746.81 0.00 0.00
71 2200.00 0.00 0.00
72 1973.00 0.00 5000.00
73 8429.00 0.00 0.00
74 396.56 0.00 0.00
75 299.00 0.00 0.00
76 1230.75 0.00 0.00
77 1335.00 0.00 6250.00
78 913.00 0.00 6417.00
79 997.00 0.00 5417.00
80 772.26 0.00 1666.67
81 1915.85 0.00 5416.67
82 0.00 0.00 0.00
83 964.08 0.00 2500.00
84 1434.16 0.00 0.00
84.01
84.02
84.03
84.04
84.05
84.06
85 1472.71 0.00 2951.30
86 1263.05 0.00 3368.00
87 375.25 0.00 5884.25
88 0.00 0.00 0.00
89 0.00 0.00 7500.00
90 0.00 0.00 7663.41
91 5159.73 0.00 0.00
92 0.00 0.00 0.00
93 4667.00 0.00 0.00
93.01
93.02
94 0.00 0.00 0.00
95 2875.00 0.00 3334.00
96 3937.50 0.00 6250.00
97 12970.00 0.00 0.00
98 5571.00 0.00 0.00
99 1348.00 0.00 6750.00
100 9567.00 0.00 0.00
101 1057.92 0.00 0.00
102 1773.82 0.00 0.00
102.01
102.02
102.03
102.04
102.05
102.06
103 709.00 0.00 0.00
104 625.00 0.00 3125.00
105 1100.69 0.00 24200.00
106 2500.00 0.00 3500.00
107 1805.00 0.00 3112.83
108 0.00 0.00 0.00
109 212.66 0.00 0.00
110 202.13 0.00 1646.00
111 794.17 0.00 0.00
111.01
111.02
111.03
112 0.00 0.00 0.00
113 1096.94 0.00 0.00
114 3325.00 0.00 0.00
115 0.00 0.00 0.00
116 0.00 0.00 0.00
117 0.00 0.00 0.00
118 1210.60 0.00 4276.75
119 4640.00 0.00 0.00
120 809.72 0.00 0.00
121 721.00 0.00 4166.66
122 3093.00 0.00 4167.00
123 771.00 0.00 3333.33
124 795.83 0.00 0.00
125 663.89 0.00 5895.00
126 685.00 0.00 2083.00
127 0.00 0.00 0.00
128 635.25 0.00 0.00
129 0.00 0.00 0.00
130 1034.00 0.00 2084.00
131 421.00 0.00 2500.00
132 0.00 0.00 0.00
133 436.00 0.00 1452.00
134 3333.00 0.00 0.00
135 1543.61 0.00 0.00
136 498.00 0.00 4166.66
137 2187.86 0.00 4166.66
138 809.00 0.00 0.00
139 488.75 0.00 3333.33
140 588.00 0.00 0.00
141 4226.00 0.00 0.00
142 0.00 0.00 0.00
143 0.00 0.00 0.00
144 1875.00 0.00 0.00
145 895.00 0.00 2387.00
146 907.00 0.00 0.00
147 2020.00 0.00 0.00
148 3395.83 0.00 0.00
149 1639.00 0.00 2083.00
150 525.56 0.00 0.00
151 375.00 0.00 0.00
152 173.00 0.00 0.00
153 908.00 0.00 3333.33
154 0.00 0.00 0.00
155 3744.00 0.00 0.00
156 773.00 0.00 494.33
157 148.48 0.00 1088.83
158 645.23 0.00 1720.60
159 765.00 0.00 4166.67
160 741.00 0.00 0.00
160.01
160.02
160.03
160.04
161 1030.00 0.00 0.00
162 445.00 0.00 10000.00
163 0.00 0.00 0.00
163.01
163.02
163.03
163.04
164 375.00 0.00 0.00
165 3125.00 0.00 0.00
166 0.00 0.00 0.00
167 408.00 0.00 1667.00
168 418.00 0.00 2748.00
169 0.00 0.00 0.00
170 6867.00 0.00 0.00
171 417.00 0.00 0.00
172 1820.00 0.00 0.00
173 0.00 0.00 0.00
174 192.16 0.00 1537.27
175 422.41 0.00 833.33
176 128.54 0.00 1108.67
177 567.84 0.00 0.00
178 0.00 0.00 0.00
179 462.50 0.00 1326.00
180 1608.00 0.00 0.00
181 70.97 0.00 0.00
182 1166.00 0.00 0.00
183 0.00 0.00 0.00
184 23.22 0.00 1250.00
185 421.74 0.00 2500.00
186 887.00 0.00 0.00
187 0.00 0.00 0.00
188 0.00 0.00 0.00
189 0.00 0.00 0.00
190 0.00 0.00 0.00
191 945.00 0.00 0.00
192 0.00 0.00 0.00
193 1779.00 0.00 0.00
194 0.00 0.00 0.00
195 542.00 0.00 0.00
196 118.95 0.00 0.00
197 187.66 0.00 0.00
198 413.00 0.00 0.00
MONTHLY ESCROW
----------------------------------------------------------------------
Loan # Monthly RE Tax Reserve Monthly Ins. Reserve Monthly Other Reserve Grace Period
------ ---------------------- -------------------- --------------------- ------------
1 0.00 0.00 0.00 10
2 0.00 0.00 0.00 7
2.01 7
2.02 7
2.03 7
2.04 7
2.05 7
2.06 7
2.07 7
2.08 7
2.09 7
2.10 7
2.11 7
2.12 7
2.13 7
2.14 7
2.15 7
2.16 7
2.17 7
2.18 7
2.19 7
2.20 7
2.21 0.00 0.00 0.00 0
3 0.00 0.00 0.00 0
4 0.00 0.00 0.00 0
5 0.00 0.00 0.00 0
6 0.00 0.00 0.00 0
7 0.00 0.00 0.00 0
8 0.00 0.00 0.00 0
9 0.00 0.00 0.00 0
10 0.00 0.00 0.00 0
11 0.00 0.00 0.00 7
12 0.00 0.00 0.00 0
12.01 0
12.02 0
12.03 0
12.04 0
12.05 0
12.06 0
12.07 0
12.08 0
12.09 0
12.10 0
12.11 0
12.12 0
12.13 0
12.14 0
12.15 0
12.16 0
13 84804.59 0.00 0.00 7
13.01 7
13.02 7
13.03 7
13.04 7
13.05 7
13.06 7
13.07 7
14 0.00 0.00 0.00 0
14.01 0
14.02 0
14.03 0
15 73721.46 4491.58 0.00 7
16 86846.33 3684.58 0.00 7
17 7338.80 4819.25 0.00 7
18 28879.61 0.00 0.00 7
19 38394.75 6136.75 0.00 5
20 61281.41 2416.67 0.00 15
21 48283.48 7116.25 0.00 7
22 43457.00 3457.38 0.00 7
23 30218.96 0.00 0.00 5
24 15996.43 0.00 0.00 7
25 0.00 2464.42 0.00 7
26 8193.85 3192.17 0.00 7
27 25566.36 0.00 0.00 7
28 0.00 0.00 0.00 7
28.01 7
28.02 7
28.03 7
28.04 7
28.05 7
29 28491.67 2643.75 0.00 7
30 0.00 0.00 0.00 7
31 19650.90 6279.31 0.00 7
32 17986.00 4058.92 0.00 7
33 0.00 0.00 0.00 7
34 20062.92 5536.17 0.00 7
35 20982.42 4222.42 0.00 7
36 24170.92 3792.32 0.00 7
37 12963.66 4946.66 25000.00 7
37.01 7
37.02 7
37.03 7
38 24213.33 4361.50 0.00 7
39 19334.28 0.00 0.00 5
40 5108.32 7715.83 0.00 7
41 5613.76 1705.17 0.00 7
42 35202.69 4311.17 0.00 10
43 15325.00 7085.64 0.00 7
44 0.00 0.00 0.00 7
45 0.00 0.00 0.00 7
46 16736.33 6720.17 0.00 7
46.01 7
46.02 7
46.03 7
47 23866.50 13299.33 0.00 0
48 11054.17 735.08 0.00 15
49 5260.24 5877.75 0.00 7
50 40587.01 9848.92 0.00 7
51 14662.42 2166.25 0.00 7
52 21922.10 5114.92 0.00 7
53 213.18 5982.75 0.00 7
54 9878.75 1424.83 11941.50 7
55 19111.40 0.00 0.00 7
56 0.00 0.00 16667.00 7
57 16669.72 0.00 0.00 5
58 0.00 0.00 0.00 7
59 16000.00 1408.58 4721.00 7
60 23838.81 4499.25 0.00 7
61 40798.83 4353.25 0.00 7
62 0.00 0.00 0.00 7
63 7491.08 3416.17 0.00 7
64 19543.40 0.00 0.00 7
65 29394.37 4887.33 0.00 10
66 25791.06 5204.49 0.00 7
67 11371.07 5832.87 0.00 7
68 7550.16 1180.28 0.00 7
69 7475.00 3829.01 0.00 7
70 21342.04 5844.93 0.00 7
71 13333.33 3291.83 0.00 7
72 27479.55 3826.77 0.00 7
73 12120.17 6805.65 0.00 7
74 14723.10 1865.58 0.00 7
75 20024.23 1162.50 0.00 7
76 15833.33 2917.08 0.00 7
77 7586.14 1767.67 0.00 7
78 7445.34 1613.92 0.00 7
79 8651.94 1500.25 0.00 7
80 5710.28 1081.67 0.00 7
81 14937.54 2081.05 0.00 7
82 0.00 0.00 0.00 5
83 1873.44 1264.91 0.00 7
84 8829.17 1737.58 0.00 7
84.01 7
84.02 7
84.03 7
84.04 7
84.05 7
84.06 7
85 9958.87 3333.97 0.00 7
86 8249.01 0.00 0.00 7
87 21241.78 1185.65 0.00 7
88 6052.42 0.00 0.00 7
89 5780.83 0.00 0.00 7
90 13407.39 4358.50 0.00 7
91 14048.04 4466.27 0.00 7
92 8655.00 1101.83 0.00 15
93 6976.92 4053.40 0.00 7
93.01 7
93.02 7
94 0.00 0.00 0.00 7
95 4081.91 1507.08 0.00 7
96 0.00 5580.83 32500.00 7
97 14989.47 3356.08 0.00 7
98 6708.00 4286.25 0.00 7
99 7166.67 1422.92 0.00 7
100 11842.50 5250.60 0.00 7
101 10314.01 0.00 0.00 5
102 0.00 0.00 0.00 7
102.01 7
102.02 7
102.03 7
102.04 7
102.05 7
102.06 7
103 0.00 0.00 0.00 7
104 1400.43 2734.44 0.00 7
105 14135.96 1339.42 0.00 7
106 6366.08 1428.08 0.00 7
107 4567.79 1090.33 0.00 7
108 0.00 596.30 0.00 7
109 7518.76 0.00 0.00 5
110 13018.40 1294.33 0.00 7
111 1945.61 1166.67 0.00 7
111.01 7
111.02 7
111.03 7
112 0.00 401.33 0.00 7
113 9025.64 0.00 0.00 5
114 6133.33 2516.93 0.00 7
115 0.00 0.00 0.00 7
116 4057.57 0.00 0.00 7
117 0.00 0.00 0.00 10
118 8973.29 2078.58 0.00 10
119 22767.66 4022.58 0.00 7
120 7028.25 0.00 0.00 5
121 7916.67 3126.02 0.00 7
122 14330.68 3120.74 7500.00 7
123 14036.09 0.00 0.00 7
124 8385.00 2434.00 0.00 7
125 5354.24 904.42 0.00 7
126 3811.83 1249.08 12882.00 7
127 7692.71 1677.38 0.00 7
128 5160.03 0.00 0.00 5
129 0.00 0.00 0.00 7
130 1808.33 705.25 0.00 7
131 3901.69 513.92 0.00 7
132 3926.61 528.33 0.00 7
133 7083.33 2767.06 0.00 7
134 5130.67 6878.08 0.00 7
135 11536.04 2280.08 0.00 7
136 7348.33 1292.42 0.00 7
137 8966.75 0.00 0.00 7
138 11292.75 475.67 0.00 7
139 7959.33 824.48 0.00 7
140 6715.75 1428.42 0.00 7
141 4929.50 4316.17 0.00 7
142 3711.67 1325.33 0.00 15
143 13079.17 4918.08 0.00 7
144 7795.00 1263.79 0.00 7
145 3986.75 2006.75 0.00 7
146 2609.25 401.23 0.00 7
147 3300.41 1827.94 0.00 7
148 5599.75 2892.67 0.00 7
149 3821.45 729.26 0.00 15
150 4089.71 1664.67 0.00 7
151 3451.75 0.00 0.00 5
152 0.00 177.50 0.00 15
153 3252.68 811.58 0.00 7
154 5201.92 1511.67 0.00 7
155 4322.66 1762.50 0.00 7
156 1521.46 1107.08 0.00 7
157 2518.75 455.58 0.00 7
158 5319.16 1120.00 0.00 7
159 8493.50 1158.67 0.00 7
160 2427.47 1499.25 0.00 7
160.01 7
160.02 7
160.03 7
160.04 7
161 1447.64 729.93 0.00 7
162 4339.25 479.25 0.00 7
163 3440.42 1512.75 0.00 15
163.01 15
163.02 15
163.03 15
163.04 15
164 2750.00 362.50 0.00 7
165 4011.14 3872.40 0.00 10
166 5461.46 515.42 0.00 7
167 4611.25 1081.58 0.00 7
168 8400.30 611.35 0.00 7
169 0.00 0.00 0.00 7
170 12083.33 3527.33 0.00 7
171 6042.94 1098.08 0.00 7
172 9530.58 2206.40 0.00 7
173 5416.67 699.34 0.00 7
174 2812.89 389.58 0.00 7
175 0.00 0.00 0.00 7
176 6106.26 510.83 0.00 7
177 5450.03 0.00 0.00 7
178 6930.47 892.83 0.00 7
179 5045.93 391.50 0.00 7
180 3353.33 4000.00 0.00 7
181 288.57 292.83 0.00 7
182 4699.17 1864.34 0.00 7
183 0.00 0.00 0.00 10
184 5204.54 325.00 0.00 7
185 4321.95 0.00 0.00 7
186 2394.92 1380.01 0.00 7
187 2716.92 855.75 0.00 7
188 0.00 0.00 0.00 7
189 0.00 117.45 0.00 7
190 0.00 0.00 0.00 7
191 874.59 289.75 0.00 7
192 0.00 0.00 0.00 7
193 1985.42 1298.96 0.00 7
194 532.75 0.00 0.00 5
195 2640.50 1083.33 0.00 7
196 2359.08 553.67 0.00 7
197 1604.46 365.84 0.00 7
198 1155.33 1150.00 0.00 0
Xxxx # Xxxxxxx Xx-xxxxx Property Type Defeasance Permitted Interest Accrual Period
------ ---------------- ------------- -------------------- -----------------------
1 Yes Retail Yes Actual/360
2 Yes Various Yes Actual/360
2.01 Yes Office Yes Actual/360
2.02 Yes Office Yes Actual/360
2.03 Yes Office Yes Actual/360
2.04 Yes Office Yes Actual/360
2.05 Yes Office Yes Actual/360
2.06 Yes Office Yes Actual/360
2.07 Yes Office Yes Actual/360
2.08 Yes Office Yes Actual/360
2.09 Yes Office Yes Actual/360
2.10 Yes Office Yes Actual/360
2.11 Yes Office Yes Actual/360
2.12 Yes Office Yes Actual/360
2.13 Yes Hotel Yes Actual/360
2.14 Yes Office Yes Actual/360
2.15 Yes Office Yes Actual/360
2.16 Yes Hotel Yes Actual/360
2.17 Yes Office Yes Actual/360
2.18 Yes Office Yes Actual/360
2.19 Yes Office Yes Actual/360
2.20 Yes Office Yes Actual/360
2.21 Yes Various Yes
3 Yes Industrial Yes Actual/360
4 Yes Office Yes Actual/360
5 Yes Multifamily Yes Actual/360
6 Yes Industrial Yes Actual/360
7 Yes Office Yes Actual/360
8 Yes Industrial Yes Actual/360
9 Yes Industrial Yes Actual/360
10 Yes Multifamily Yes Actual/360
11 No Office Yes Actual/360
12 Yes Industrial Yes Actual/360
12.01 Yes Industrial Yes Actual/360
12.02 Yes Industrial Yes Actual/360
12.03 Yes Industrial Yes Actual/360
12.04 Yes Industrial Yes Actual/360
12.05 Yes Industrial Yes Actual/360
12.06 Yes Industrial Yes Actual/360
12.07 Yes Industrial Yes Actual/360
12.08 Yes Industrial Yes Actual/360
12.09 Yes Industrial Yes Actual/360
12.10 Yes Industrial Yes Actual/360
12.11 Yes Industrial Yes Actual/360
12.12 Yes Industrial Yes Actual/360
12.13 Yes Industrial Yes Actual/360
12.14 Yes Industrial Yes Actual/360
12.15 Yes Industrial Yes Actual/360
12.16 Yes Industrial Yes Actual/360
13 Yes Office Yes Actual/360
13.01 Yes Office Yes Actual/360
13.02 Yes Office Yes Actual/360
13.03 Yes Office Yes Actual/360
13.04 Yes Office Yes Actual/360
13.05 Yes Office Yes Actual/360
13.06 Yes Office Yes Actual/360
13.07 Yes Office Yes Actual/360
14 Yes Senior Housing Yes Actual/360
14.01 Yes Senior Housing Yes Actual/360
14.02 Yes Senior Housing Yes Actual/360
14.03 Yes Senior Housing Yes Actual/360
15 No Office Yes Actual/360
16 No Office Yes Actual/360
17 No Retail Yes Actual/360
18 No Hotel Yes Actual/360
19 Yes Retail Yes Actual/360
20 Yes Retail Yes Actual/360
21 No Multifamily Yes Actual/360
22 No Office Yes Actual/360
23 No Manufactured Housing Yes Actual/360
24 No Retail Yes Actual/360
25 No Multifamily Yes Actual/360
26 No Retail Yes Actual/360
27 No Retail Yes Actual/360
28 No Industrial Yes Actual/360
28.01 No Industrial Yes Actual/360
28.02 No Industrial Yes Actual/360
28.03 No Industrial Yes Actual/360
28.04 No Industrial Yes Actual/360
28.05 No Industrial Yes Actual/360
29 No Retail Yes Actual/360
30 No Hotel Yes Actual/360
31 No Retail Yes Actual/360
32 No Industrial Yes Actual/360
33 Yes Office Yes Actual/360
34 No Multifamily Yes Actual/360
35 No Office Yes Actual/360
36 No Industrial Yes Actual/360
37 No Multifamily Yes Actual/360
37.01 No Multifamily Yes Actual/360
37.02 No Multifamily Yes Actual/360
37.03 No Multifamily Yes Actual/360
38 No Office Yes Actual/360
39 No Manufactured Housing Yes Actual/360
40 Yes Hotel Yes Actual/360
41 No Retail Yes Actual/360
42 No Multifamily Yes Actual/360
43 No Multifamily Yes Actual/360
44 Yes Industrial No Actual/360
45 No Office Yes Actual/360
46 Yes Multifamily No Actual/360
46.01 Yes Multifamily No Actual/360
46.02 Yes Multifamily No Actual/360
46.03 Yes Multifamily No Actual/360
47 Yes Office Yes Actual/360
48 No Retail Yes Actual/360
49 No Industrial Yes Actual/360
50 No Hotel Yes Actual/360
51 No Office Yes Actual/360
52 No Multifamily Yes Actual/360
53 No Multifamily Yes Actual/360
54 No Office Yes Actual/360
55 No Retail Yes Actual/360
56 Yes Office Yes Actual/360
57 No Retail Yes Actual/360
58 No Industrial Yes Actual/360
59 No Retail Yes Actual/360
60 No Multifamily Yes Actual/360
61 No Office Yes Actual/360
62 Yes Industrial Yes Actual/360
63 No Retail Yes Actual/360
64 No Office Yes Actual/360
65 No Multifamily Yes Actual/360
66 No Retail Yes Actual/360
67 No Multifamily Yes Actual/360
68 No Retail Yes Actual/360
69 No Multifamily Yes Actual/360
70 No Multifamily Yes Actual/360
71 No Multifamily Yes Actual/360
72 No Office Yes Actual/360
73 Yes Multifamily Yes Actual/360
74 No Retail Yes Actual/360
75 No Office Yes Actual/360
76 No Self-Storage Yes Actual/360
77 No Retail Yes Actual/360
78 No Retail Yes Actual/360
79 No Retail Yes Actual/360
80 No Retail Yes Actual/360
81 No Retail Yes Actual/360
82 Yes Retail Yes Actual/360
83 No Office Yes Actual/360
84 No Self-Storage Yes Actual/360
84.01 No Self-Storage Yes Actual/360
84.02 No Self-Storage Yes Actual/360
84.03 No Self-Storage Yes Actual/360
84.04 No Self-Storage Yes Actual/360
84.05 No Self-Storage Yes Actual/360
84.06 No Self-Storage Yes Actual/360
85 No Retail Yes Actual/360
86 No Industrial Yes Actual/360
87 No Retail No Actual/360
88 No Industrial Yes Actual/360
89 No Industrial Yes Actual/360
90 No Office Yes Actual/360
91 No Multifamily Yes Actual/360
92 No Retail Yes Actual/360
93 No Multifamily Yes Actual/360
93.01 No Multifamily Yes Actual/360
93.02 No Multifamily Yes Actual/360
94 No Industrial Yes Actual/360
95 No Retail Yes Actual/360
96 No Industrial Yes Actual/360
97 No Hotel Yes Actual/360
98 Yes Multifamily Yes Actual/360
99 No Office Yes Actual/360
100 No Multifamily Yes Actual/360
101 No Manufactured Housing Yes Actual/360
102 Yes Retail Yes Actual/360
102.01 Yes Retail Yes Actual/360
102.02 Yes Retail Yes Actual/360
102.03 Yes Retail Yes Actual/360
102.04 Yes Retail Yes Actual/360
102.05 Yes Retail Yes Actual/360
102.06 Yes Retail Yes Actual/360
103 No Retail Yes Actual/360
104 No Office Yes Actual/360
105 No Retail Yes Actual/360
106 No Office Yes Actual/360
107 No Industrial Yes Actual/360
108 No Retail Yes Actual/360
109 No Manufactured Housing Yes Actual/360
110 Yes Retail Yes Actual/360
111 No Self-Storage Yes Actual/360
111.01 No Self-Storage Yes Actual/360
111.02 No Self-Storage Yes Actual/360
111.03 No Self-Storage Yes Actual/360
112 No Retail Yes Actual/360
113 No Manufactured Housing Yes Actual/360
114 No Multifamily Yes Actual/360
115 No Retail Yes Actual/360
116 No Self-Storage Yes Actual/360
117 No Multifamily No Actual/360
118 No Retail Yes Actual/360
119 No Multifamily Yes Actual/360
120 No Manufactured Housing Yes Actual/360
121 No Office Yes Actual/360
122 No Industrial Yes Actual/360
123 No Industrial No Actual/360
124 No Retail Yes Actual/360
125 Yes Retail Yes Actual/360
126 No Office Yes Actual/360
127 No Multifamily Yes Actual/360
128 No Manufactured Housing Yes Actual/360
129 No Hotel Yes Actual/360
130 No Retail Yes Actual/360
131 No Retail Yes Actual/360
132 No Retail Yes Actual/360
133 No Retail Yes Actual/360
134 No Multifamily Yes Actual/360
135 No Multifamily Yes Actual/360
136 No Retail Yes Actual/360
137 No Retail Yes Actual/360
138 No Office No Actual/360
139 No Retail Yes Actual/360
140 No Retail Yes Actual/360
141 No Multifamily Yes Actual/360
142 No Multifamily Yes Actual/360
143 No Multifamily Yes Actual/360
144 No Multifamily Yes Actual/360
145 No Retail Yes Actual/360
146 No Manufactured Housing Yes Actual/360
147 No Multifamily Yes Actual/360
148 No Multifamily Yes Actual/360
149 No Retail Yes Actual/360
150 No Retail Yes Actual/360
151 No Manufactured Housing Yes Actual/360
152 No Retail Yes Actual/360
153 No Retail Yes Actual/360
154 No Multifamily Yes Actual/360
155 No Multifamily Yes Actual/360
156 No Multifamily Yes Actual/360
157 No Retail Yes Actual/360
158 No Industrial Yes Actual/360
159 No Office Yes Actual/360
160 No Multifamily Yes Actual/360
160.01 No Multifamily Yes Actual/360
160.02 No Multifamily Yes Actual/360
160.03 No Multifamily Yes Actual/360
160.04 No Multifamily Yes Actual/360
161 No Manufactured Housing Yes Actual/360
162 No Office Yes Actual/360
163 No Multifamily Yes Actual/360
163.01 No Multifamily Yes Actual/360
163.02 No Multifamily Yes Actual/360
163.03 No Multifamily Yes Actual/360
163.04 No Multifamily Yes Actual/360
164 No Office Yes Actual/360
165 No Multifamily No Actual/360
166 Yes Office Yes Actual/360
167 No Retail Yes Actual/360
168 No Office Yes Actual/360
169 No Industrial Yes Actual/360
170 No Multifamily Yes Actual/360
171 No Retail Yes Actual/360
172 No Multifamily No Actual/360
173 No Office Yes Actual/360
174 No Office Yes Actual/360
175 No Industrial Yes Actual/360
176 Yes Retail Yes Actual/360
177 No Retail Yes Actual/360
178 Yes Industrial Yes Actual/360
179 No Retail Yes Actual/360
180 No Multifamily Yes Actual/360
181 No Retail Yes Actual/360
182 No Multifamily Yes Actual/360
183 Yes Industrial Yes Actual/360
184 No Retail Yes Actual/360
185 No Retail No Actual/360
186 No Multifamily Yes Actual/360
187 No Multifamily Yes Actual/360
188 No Self-Storage Yes Actual/360
189 No Retail Yes Actual/360
190 No Retail Yes Actual/360
191 No Self-Storage Yes Actual/360
192 Yes Office Yes Actual/360
193 Yes Multifamily Yes Actual/360
194 No Retail Yes Actual/360
195 No Multifamily Yes Actual/360
196 No Multifamily Yes Actual/360
197 No Self-Storage Yes Actual/360
198 No Multifamily Yes Actual/360
Remaining Amortization
Loan # Loan Group Final Maturity Date Term for Balloon Loans
------ ---------- ------------------- ----------------------
1 1
2 1
2.01 1
2.02 1
2.03 1
2.04 1
2.05 1
2.06 1
2.07 1
2.08 1
2.09 1
2.10 1
2.11 1
2.12 1
2.13 1
2.14 1
2.15 1
2.16 1
2.17 1
2.18 1
2.19 1
2.20 1
2.21 1
3 1
4 1
5 1
6 1
7 1
8 1
9 1
10 1
11 1
12 1
12.01 1
12.02 1
12.03 1
12.04 1
12.05 1
12.06 1
12.07 1
12.08 1
12.09 1
12.10 1
12.11 1
12.12 1
12.13 1
12.14 1
12.15 1
12.16 1
13 1 360
13.01 1 360
13.02 1 360
13.03 1 360
13.04 1 360
13.05 1 360
13.06 1 360
13.07 1 360
14 1 360
14.01 1 360
14.02 1 360
14.03 1 360
15 1 360
16 1 360
17 1 360
18 1 360
19 1 360
20 1 360
21 2 360
22 1 360
23 2 360
24 1 360
25 2 360
26 1 360
27 1 360
28 1 228
28.01 1 228
28.02 1 228
28.03 1 228
28.04 1 228
28.05 1 228
29 1 360
30 1 300
31 1 360
32 1 360
33 1
34 2 360
35 1 360
36 1 360
37 2 360
37.01 2 360
37.02 2 360
37.03 2 360
38 1 360
39 2 360
40 1 300
41 1 360
42 2 360
43 2 360
44 1 300
45 1 360
46 2 360
46.01 2 360
46.02 2 360
46.03 2 360
47 1 360
48 1 360
49 1 360
50 1 300
51 1 360
52 2 360
53 2 360
54 1 360
55 1 360
56 1 360
57 1 360
58 1 360
59 1 360
60 2 360
61 1 360
62 1 360
63 1 360
64 1 360
65 2 360
66 1 360
67 2 360
68 1 360
69 2 360
70 2 360
71 2 360
72 1 300
73 2 360
74 1 360
75 1 360
76 1 300
77 1 300
78 1 360
79 1 360
80 1 360
81 1 360
82 1 360
83 1 360
84 1 180
84.01 1 180
84.02 1 180
84.03 1 180
84.04 1 180
84.05 1 180
84.06 1 180
85 1 360
86 1 360
87 1 360
88 1 360
89 1 360
90 1 360
91 2 360
92 1 360
93 2 360
93.01 2 360
93.02 2 360
94 1
95 1 360
96 1 300
97 1 300
98 2 360
99 1 360
100 2 360
101 3 360
102 1 360
102.01 1 360
102.02 1 360
102.03 1 360
102.04 1 360
102.05 1 360
102.06 1 360
103 1 360
104 1 360
105 1 360
106 1 360
107 1 360
108 1 360
109 2 360
110 1 360
111 1 360
111.01 1 360
111.02 1 360
111.03 1 360
112 1 360
113 2 360
114 2 360
115 1 360
116 1 360
117 2 360
118 1 360
119 2 360
120 1 360
121 1 360
122 1 300
123 1 360
124 1 360
125 1 360
126 1 360
127 2 144
128 2 360
129 1 300
130 1 360
131 1 360
132 1 360
133 1 360
134 2 360
135 2 360
136 1 360
137 1 360
138 1 360
139 1 360
140 1 360
141 2 360
142 2 360
143 2 360
144 2 360
145 1 360
146 2 360
147 2
148 2 360
149 1 300
150 1 360
151 2 360
152 1 360
153 1 300
154 3 240
155 3 360
156 2 360
157 1 360
158 1 360
159 1 360
160 2
160.01 2
160.02 2
160.03 2
160.04 2
161 1 360
162 1 360
163 2 360
163.01 2 360
163.02 2 360
163.03 2 360
163.04 2 360
164 1 360
165 2 360
166 1 360
167 1 360
168 1 360
169 1
170 2 360
171 1 360
172 2 360
173 1 360
174 1 360
175 1 360
176 1 360
177 1 360
178 1 300
179 1 360
180 2
181 1 360
182 2
183 1 300
184 1 360
185 1 360
186 2
187 1 240
188 1 360
189 1 360
190 1 360
191 1 300
192 1 300
193 2 360
194 1 360
195 2 360
196 2 360
197 1 300
198 2
EXHIBIT C
FORM OF INVESTMENT REPRESENTATION LETTER
LaSalle Bank National Association
as Trustee and Paying Agent
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006 CIBC14
X.X. Xxxxxx Chase Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of March 16, 2006 (the "Pooling and Servicing
Agreement"), by and among X.X. Xxxxxx Chase Commercial Mortgage Securities
Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer,
Midland Loan Services, Inc., as Special Servicer, and LaSalle Bank National
Association, as Trustee and as Paying Agent on behalf of the holders of X.X.
Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14 (the "Certificates") in
connection with the transfer by _________________ (the "Seller") to the
undersigned (the "Purchaser") of $_______________ aggregate Certificate Balance
of Class ___ Certificates (the "Certificate"). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Pooling and Servicing Agreement.
In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:
1. Check one of the following:*
-----------
* Purchaser must include one of the following two certifications.
[_] The Purchaser is not purchasing a Class S, Class R or Class LR
Certificate and the Purchaser is an institutional "accredited
investor" (an entity meeting the requirements of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act")) and has such knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the
Certificates, and the Purchaser and any accounts for which it is
acting are each able to bear the economic risk of the Purchaser's or
such account's investment. The Purchaser is acquiring the
Certificates purchased by it for its own account or for one or more
accounts (each of which is an "institutional accredited investor")
as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust
Fund for any costs incurred by it in connection with this transfer.
[_] The Purchaser is a "qualified institutional buyer" within the
meaning of Rule 144A ("Rule 144A") promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). The Purchaser is
aware that the transfer is being made in reliance on Rule 144A, and
the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule
144A.
2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale (i) to "qualified
institutional buyers" in transactions under Rule 144A, and not in any event with
the view to, or for resale in connection with, any distribution thereof, (ii)
(other than with respect to a Certificate or a Residual Certificate) to
institutional "accredited investors" meeting the requirements of Rule 501(a)(1),
(2), (3) or (7) of Regulation D promulgated under the Securities Act or (iii)
(other than with respect to a Class S Certificate or a Residual Certificate)
pursuant to any other exemption from the registration requirements of the
Securities Act, subject in the case of clauses (ii) and (iii) above to (w) the
receipt by the Certificate Registrar of a letter substantially in the form
hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Certificate Registrar that such reoffer, resale, pledge or
transfer is in compliance with the Securities Act, (y) the receipt by the
Certificate Registrar of such other evidence acceptable to the Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act and other applicable laws and (z) a written undertaking to
reimburse the Trust for any costs incurred by it in connection with the proposed
transfer. The Purchaser understands that the Certificate (and any subsequent
Certificate) has not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent (or intent to resell to only certain investors in certain
exempted transactions) as expressed herein.
3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.
4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder or unless an exemption from such registration
or qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.
6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.
7. Check one of the following:**
--------
** Each Purchaser must include one of the two alternative certifications.
[_] The Purchaser is a U.S. Person (as defined below) and it has
attached hereto an Internal Revenue Service ("IRS") Form W-9 (or
successor form).
[_] The Purchaser is not a U.S. Person and under applicable law in
effect on the date hereof, no taxes will be required to be withheld
by the Paying Agent (or its agent) with respect to distributions to
be made on the Certificate. The Purchaser has attached hereto [(i) a
duly executed IRS Form W-8BEN (or successor form), which identifies
such Purchaser as the beneficial owner of the Certificate and states
that such Purchaser is not a U.S. Person, (ii) IRS Form W-8IMY (with
all appropriate attachments) or (iii)]*** two duly executed copies
of IRS Form W-8ECI (or successor form), which identify such
Purchaser as the beneficial owner of the Certificate and state that
interest and original issue discount on the Certificate and
Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to
provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS
Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any
applicable successor IRS forms, or such other certifications as the
Certificate Registrar may reasonably request, on or before the date
that any such IRS form or certification expires or becomes obsolete,
or promptly after the occurrence of any event requiring a change in
the most recent IRS form of certification furnished by it to the
Certificate Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, including any entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
8. Please make all payments due on the Certificates:****
---------
*** Does not apply to a transfer of Class R or Class LR Certificates.
**** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.
[_] (a) by wire transfer to the following account at a bank or entity in
New York, New York, having appropriate facilities therefor:
Bank:_________________________________________________
ABA #:________________________________________________
Account #:____________________________________________
Attention:____________________________________________
[_] (b) by mailing a check or draft to the following address:
______________________________________________________
______________________________________________________
______________________________________________________
9. If the Purchaser is purchasing a Class R or Class LR Certificate,
the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is
owned, directly or indirectly, through one or more partnerships, trusts or other
pass-through entities by a non-U.S. Person.
Very truly yours,
-----------------------------------------
[The Purchaser]
By:______________________________________
Name:
Title:
Dated:
-----------
**** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.
EXHIBIT D-1
FORM OF TRANSFER AFFIDAVIT
AFFIDAVIT PURSUANT TO
SECTION 860E(e)(4) OF THE
INTERNAL REVENUE CODE OF
1986, AS AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That [he] [she] is [Title of Officer] of [Name of Transferee]
(the "Transferee"), a [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which [he/she] makes this affidavit.
2. That the Transferee's Taxpayer Identification Number is [ ].
3. That the Transferee of a X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14, Class [R] [LR] Certificate (the "Class [R] [LR]
Certificate") is not a Disqualified Organization (as defined below) or an agent
thereof (including nominee, middleman or other similar person) (an "Agent"), or
an ERISA Prohibited Holder or a Non-U.S. Person (as defined below). For these
purposes, a "Disqualified Organization" means any of (i) the United States, any
State or political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Master Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any of the [Upper-Tier REMIC], [the
Lower-Tier REMIC] to fail to qualify as a REMIC, or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Residual
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions. For these purposes, "ERISA Prohibited
Holder" means an employee benefit plan subject to Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code or a governmental plan (as defined in Section 3(32) of ERISA) or a
church plan (as defined in Section 3(33) of ERISA) for which no election has
been made under Section 410(d) of the Code subject to any federal, state or
local law which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (each a "Plan") or a person acting on behalf of or investing
the assets of such a Plan. For these purposes, "Non-U.S. Person" means any
person other than a U.S. Person (within the meaning of Section 7701(a)(30) of
the Code), unless, with respect to the Transfer of a Residual Certificate, (i)
such person holds such Residual Certificate in connection with the conduct of a
trade or business within the United States and furnishes the Transferor and the
Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or
(ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes; provided,
that a partnership shall be considered a Non-U.S. Person (and clause (i) of this
sentence shall not apply) if any of its interests are owned, directly or
indirectly, through any partnership, trust or other pass-through entity, by any
person that is a Non-U.S. Person.
4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.
5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.
6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
(as defined below) certifying that it has no actual knowledge that such Person
or entity is a Disqualified Organization, or an Agent thereof, an ERISA
Prohibited Holder or a Non-U.S. Person and that it has no reason to know that
such Person or entity does not satisfy the requirements set forth in paragraph 4
hereof.
7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement, dated March 16, 2006, by and among X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer, Midland Loan Services, Inc., as Special
Servicer, and LaSalle Bank National Association, as Trustee and as Paying Agent
(the "Pooling and Servicing Agreement") as may be required to further effectuate
the restrictions on transfer of the Class [R] [LR] Certificate to such a
Disqualified Organization, or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person. To the extent not defined herein, the capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
8. That, if a "tax matters person" is required to be designated with
respect to [the Upper-Tier REMIC], [the Lower-Tier REMIC], the Transferee agrees
to act as "tax matters person" and to perform the functions of "tax matters
person" of [the Upper-Tier REMIC] [the Lower-Tier REMIC] pursuant to Section
10.01(c) of the Pooling and Servicing Agreement, and, in such event, agrees to
the irrevocable designation of the Trustee as the Transferee's agent in
performing the function of "tax matters person."
9. That the Transferee has reviewed, and agrees to be bound by and
to abide by, the provisions of Section 5.02(c) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of the Class [R]
[LR] Certificate.
10. That the Transferee will not cause income from the Class [R][LR]
Certificate to be attributable to, a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other U.S. person.
11. Check one of the following:
[_] That the present value of the anticipated tax liabilities
associated with holding the Class [R] [LR] Certificate does not exceed the sum
of:
(i) the present value of any consideration given to the Transferee
to acquire such Class [R][LR] Certificate;
(ii) the present value of the expected future distributions on such
Class [R] [LR] Certificate; and
(iii) the present value of the anticipated tax savings associated
with holding such Class [R] [LR] Certificate as the related REMIC generates
losses.
For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.
[_] That the transfer of the Class [R] [LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,
(i) the Transferee is an "eligible corporation," as defined in
U.S. Treasury Regulations Sections 1.860E-1(c)(6)(i), as to
which income from Class [R] [LR] Certificate will only be
taxed in the United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the
transfer, the Transferee had gross assets for financial
reporting purposes (excluding any obligation of a person
related to the Transferee within the meaning of U.S. Treasury
Regulation Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Class [R] [LR] Certificate
only to another "eligible corporation," as defined in U.S.
Treasury Regulations Section 1.860E-1(c)(6)(i), in a
transaction that satisfies the requirements of U.S. Treasury
Regulations Sections 1.860G-1(c)(4)(i), (ii) and (iii) and
1.860E-1(c)(5); and
(iv) the Transferee determined the consideration paid to it to
acquire the Class [R] [LR] Certificate based on reasonable
market assumptions (including, but not limited to, borrowing
and investment rates, prepayment and loss assumptions, expense
and reinvestment assumptions, tax rates and other factors
specific to the Transferee) that it has determined in good
faith.
[_] None of the above.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
20__.
[NAME OF TRANSFEREE]
By:____________________________________
[Name of Officer]
[Title of Officer]
By:____________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.
Subscribed and sworn before me this ___ day of __________, 20__.
_______________________________________
NOTARY PUBLIC
COUNTY OF _____________________________
STATE OF ______________________________
My commission expires the ___ day of __________, 20__.
EXHIBIT D-2
FORM OF TRANSFEROR LETTER
[Date]
LaSalle Bank National Association
as Certificate Registrar
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14
Re: X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the requirements set forth in paragraphs 3, 4 and 10 thereof are not
satisfied or, after conducting a reasonable investigation of the financial
condition of the transferee, that the information contained in paragraphs 3, 4
and 10 thereof is not true.
Very truly yours,
[Transferor]
---------------------------
EXHIBIT E
FORM OF REQUEST FOR RELEASE
__________[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Services
Re: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14, REQUEST FOR
RELEASE
____________________________________________________________
Dear _______________________,
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement,
dated March 16, 2006 (the "Pooling and Servicing Agreement"), by and among X.X.
Xxxxxx Chase Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer, Midland Loan Services, Inc., as
Special Servicer, and you, as Trustee and Paying Agent, the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by or on behalf of you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting file (or portion thereof):
______1. Mortgage Loan paid in full. The [Master Servicer]
[Special Servicer] hereby certifies that all amounts
received in connection with the Mortgage Loan have been
or will be credited to the Certificate Account pursuant
to the Pooling and Servicing Agreement.
______ 2. The Mortgage Loan is being foreclosed.
______ 3. Other. (Describe)
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
[MASTER SERVICER] [SPECIAL SERVICER]
By:____________________________________
Name:_______________________________
Title:______________________________
EXHIBIT F
FORM OF ERISA REPRESENTATION LETTER
LaSalle Bank National Association
as Trustee and Paying Agent
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006 CIBC14
X.X. Xxxxxx Chase Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance- Securitization Group
Re: Transfer of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities
Trust 2006-CIBC14, Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC14
-------------------------------------------------------------
Ladies and Gentlemen:
The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of X.X. Xxxxxx Chase Commercial Mortgage Securities
Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, Class __ (the "Certificate") issued pursuant to that certain
Pooling and Servicing Agreement, dated March 16, 2006 (the "Pooling and
Servicing Agreement"), by and among X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Corp., as depositor ("Depositor"), GMAC Commercial Mortgage
Corporation, as master servicer ("Master Servicer"), Midland Loan Services,
Inc., as special servicer ("Special Servicer"), and LaSalle Bank National
Association, as trustee ("Trustee"), and as paying agent ("Paying Agent").
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.
In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:
1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) for
which no election has been made under Section 410(d) of the Code, subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such a Plan or Plans and the application of Department of Labor
Regulation ss. 2510.3-101), other than, except in the case of the Class S
Certificates, an insurance company using the assets of its "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption ("PTCE") 95-60) under circumstances whereby the
purchase and holding of Offered Private Certificates by such insurance company
would be exempt from the prohibited transaction provisions of ERISA and the Code
under Sections I and III of PTCE 95-60.
2. Except in the case of the Class S Certificates, which may not be
transferred to a Person described in 1(a) or (b) above, the Purchaser
understands that if the Purchaser is a Person referred to in 1(a) or (b) above,
such Purchaser is required to provide to the Certificate Registrar an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Paying Agent, the Certificate Registrar,
the Master Servicer, the Special Servicer, the Dealers or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth
in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at
the expense of the Depositor, the Master Servicer, the Special Servicer, the
Paying Agent, the Dealers, the Certificate Registrar or the Trust Fund.
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___ day of _____________, 20__.
Very truly yours,
_________________________________________
[The Purchaser]
By:______________________________________
Name:
Title:
EXHIBIT G
FORM OF STATEMENT TO CERTIFICATEHOLDERS
[See Annex C to the Prospectus Supplement]
EXHIBIT H
FORM OF OMNIBUS ASSIGNMENT
[NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT
ASSIGNOR] (the "Assignor") for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby sells, transfers, assigns,
delivers, sets over and conveys, without recourse, representation or warranty,
express or implied, unto "LaSalle Bank National Association, as Trustee for the
registered holders of X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14"
(the "Assignee"), having an office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000, Attn: X.X. Xxxxxx Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14,
its successors and assigns, all right, title and interest of the Assignor in and
to:
That certain mortgage and security agreement, deed of trust and
security agreement, deed to secure debt and security agreement, or similar
security instrument (the "Security Instrument"), and that certain Promissory
Note (the "Note"), for each of the Mortgage Loans shown on the Mortgage Loan
Schedule attached hereto as Exhibit B, and that certain assignment of leases and
rents given in connection therewith and all of the Assignor's right, title and
interest in any claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or
to or with respect to the Security Instrument and the Note, together with any
other documents or instruments executed and/or delivered in connection with or
otherwise related to the Security Instrument and the Note.
IN WITNESS WHEREOF, the Assignor has executed this instrument under
seal to be effective as of the [__] day of [_____________], 200[__].
[NAME OF CURRENT ASSIGNOR]
By:______________________________________
Name:
Title:
EXHIBIT I-1
FORM OF REGULATION S TRANSFER CERTIFICATE
DURING RESTRICTED PERIOD
LaSalle Bank National Association
as Trustee and Paying Agent
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2004 CIBC14
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Chase Commercial Mortgage Securities
Trust 2006-CIBC14, Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC14 Class [__]
--------------------------------------------------------------
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02(b) of the
Pooling and Servicing Agreement, dated March 16, 2006 (the "Pooling and
Servicing Agreement"), by and among X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Midland Loan Services, Inc., as Special Servicer, and LaSalle Bank
National Association, as Trustee and as Paying Agent, on behalf of the holders
of X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14, Class __ (the
"Certificates") in connection with the transfer by the undersigned (the
"Transferor") to _________________ (the "Transferee") of $__________________
[Certificate Balance] [Notional Amount]of Certificates, in fully registered form
(each, an "Definitive Certificate"), or a beneficial interest of such aggregate
[Certificate Balance] [Notional Amount] in the Regulation S Book-Entry
Certificate (the "Book-Entry Certificate") maintained by The Depository Trust
Company or its successor as Depositary under the Pooling and Servicing Agreement
(such transferred interest, in either form, being the "Transferred Interest").
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:
(1) the offer of the Transferred Interest was not made to a person
in the United States;
(2) [at the time the buy order was originated, the Transferee was
outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the Transferee was outside the
United States] [the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the undersigned nor any person acting on its behalf knows that the
transaction was pre-arranged with a buyer in the United States];*
(3) the transferee is not a U.S. Person within the meaning of Rule
902(o) of Regulation S nor a person acting for the account or
benefit of a U.S. Person, and upon completion of the transaction,
the Transferred Interest will be held with the Depository through
[Euroclear] [Clearstream];**
(4) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and
(5) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.
[Name of Transferor]
By:____________________________________
Name:
Title:
Dated:
----------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
** Select appropriate depository.
EXHIBIT I-2
FORM OF REGULATION S TRANSFER CERTIFICATE
AFTER RESTRICTED PERIOD
LaSalle Bank National Association
as Certificate Registrar
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14
X.X. Xxxxxx Chase Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities
Trust 2006-CIBC14, Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC14 Class [__]
--------------------------------------------------------------
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02(b) the
Pooling and Servicing Agreement, dated March 16, 2006 (the "Pooling and
Servicing Agreement"), by and among X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Midland Loan Services, Inc., as Special Servicer, and LaSalle Bank
National Association, as Trustee and as Paying Agent, on behalf of the holders
of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14, Class __ (the
"Certificates") in connection with the transfer by the undersigned (the
"Transferor") to _________________ (the "Transferee") of $__________________
[Certificate Balance][Notional Amount] of Certificates, in fully registered form
(each, an "Definitive Certificate"), or a beneficial interest of such aggregate
[Certificate Balance][Notional Amount] in the Regulation S Book-Entry
Certificate (the "Book-Entry Certificate") maintained by The Depository Trust
Company or its successor as Depositary under the Pooling and Servicing Agreement
(such transferred interest, in either form, being the "Transferred Interest").
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:
(1) the offer of the Transferred Interest was not made to a person
in the United States;
(2) [at the time the buy order was originated, the Transferee was
outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the Transferee was outside the
United States] [the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the undersigned nor any person acting on its behalf knows that the
transaction was pre-arranged with a buyer in the United States];*
(3) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act,
or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.
[Name of Transferor]
By:____________________________________
Name:
Title:
Dated:
---------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
EXHIBIT J
FORM OF PURCHASE OPTION NOTICE
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14
GMAC Commercial Mortgage Corporation
000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14
-----------------------------------------------------------------
Ladies and Gentlemen:
The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
from the Trust Fund, pursuant to Section 3.18 of the Pooling and Servicing
Agreement, dated March 16, 2006 (the "Pooling and Servicing Agreement"), by and
among X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as depositor
("Depositor"), GMAC Commercial Mortgage Corporation, as Master Servicer ("Master
Servicer"), Midland Loan Services, Inc., as special servicer ("Special
Servicer"), and LaSalle Bank National Association, as Trustee ("Trustee") and as
Paying Agent ("Paying Agent"). Capitalized terms used herein and not otherwise
defined shall have the meaning set forth in the Pooling and Servicing Agreement.
The undersigned, holder of the Purchase Option (the "Option
Holder"), [is the Controlling Class Certificateholder] [acquired its Purchase
Option from the Controlling Class Certificateholder on ___________] [is the
Special Servicer] [acquired its Purchase Option from the Special Servicer].
The undersigned Option Holder is exercising its Purchase Option at
the cash price of $______________, which amount equals or exceeds the Option
Price, as defined in Section 3.18(a)(ii) of the Pooling and Servicing Agreement.
Within ten (10) Business Days of its receipt of the Master Servicer's notice
confirming that the exercise of its Purchase Option is effective, [the
undersigned Option Holder] [______________, an Affiliate of the undersigned
Option Holder] will deliver the Option Price to or at the direction of the
Master Servicer in exchange for the release of the Mortgage Loan, the related
Mortgaged Property and delivery of the related Mortgage File.
The undersigned Option Holder agrees that it shall prepare and
provide the Master Servicer with such instruments of transfer or assignment, in
each case without recourse, as shall be reasonably necessary to vest in it or
its designee the ownership of Mortgage Loan [__], together with such other
documents or instruments as the Master Servicer shall reasonably require to
consummate the purchase contemplated hereby.
The undersigned Option Holder acknowledges and agrees that its
exercise of its Purchase Option Notice may not be revoked and, further, that
upon receipt of the Master Servicer's notice confirming that the exercise of its
Purchase Option is effective, the undersigned Option Holder, or its designee,
shall be obligated to close its purchase of Mortgage Loan ___ in accordance with
the terms and conditions of this letter and of the Pooling and Servicing
Agreement.
Very truly yours,
[Option Holder]
By:
Name:
Title:
[By signing this letter in the space provided below, the
[Controlling Class Certificateholder] [Special Servicer] hereby acknowledges and
affirms that it transferred its Purchase Option to the Option Holder identified
above on [_________].
[________________________]
By:______________________
Name:
Title:]
EXHIBIT K
FORM OF TRANSFER CERTIFICATE FOR
RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
BOOK-ENTRY CERTIFICATE DURING THE RESTRICTED PERIOD
(Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)
LaSalle Bank National Association
as Trustee and Paying Agent
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Chase
Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14 Class [__]
-------------------------------------------------------------------
Ladies and Gentlemen:
Reference is hereby made to the Pooling and Servicing Agreement,
dated March 16, 2006 (the "Pooling and Servicing Agreement"), by and among X.X.
Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer, Midland Loan Services, Inc., as
Special Servicer, and LaSalle Bank National Association, as Trustee and as
Paying Agent, on behalf of the holders of X.X. Xxxxxx Chase Commercial Mortgage
Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.
This letter relates to US $[_______] aggregate [Certificate
Balance][Notional Amount] of Certificates (the "Certificates") which are held in
the form of the Rule 144A Book-Entry Certificate (CUSIP No. _________) with the
Depository in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest for an interest
in the Regulation S Book-Entry Certificate (CUSIP No. __________) to be held
with [Euroclear] [CEDEL]* (Common Code No.____________) through the Depositary.
-----------
* Select appropriate depository.
In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:
(1) the offer of the Certificates was not made to a person in the
United States,
(2) [at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the transferee was outside the
United States] [the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the transferor nor any person acting on its behalf knows that the
transaction was pre-arranged with a buyer in the United States],*
(3) the transferee is not a U.S. Person within the meaning of Rule
902(o) of Regulation S nor a Person acting for the account or
benefit of a U.S. Person,
(4) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable,
(5) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act, and
(6) upon completion of the transaction, the beneficial interest
being transferred as described above will be held with the
Depository through [Euroclear] [Clearstream].**
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.
[Insert Name of Transferor]
By:____________________________________
Name:
Title:
Dated:
------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
** Select appropriate depository.
EXHIBIT L
[RESERVED]
EXHIBIT M
Controlling Class Certificateholder's Reports Checklist
Information Format Frequency
--------------------------------------- ------------------------ ------------------------
Property Operating Statement Actual PDF/TIF As received/Quarterly
(Master Servicer)*
Property Rent Roll (Master Actual PDF/TIF As received/Quarterly
Servicer)*
Other Financials as required by Actual PDF/TIF As received
loan documents (Master Servicer)
Property Inspection (Master Actual PDF/TIF As received/Quarterly
Servicer)*
Payments Received After
Determination Date Report Monthly Excel P&I Advance Date
(Master Servicer)(1)
Mortgage Loans Delinquent Report Monthly Excel 30th of each month
(Master Servicer)(2)
Interest on Advance Reconciliation Monthly Excel Distribution Date
(Master Servicer)
CMSA Setup File (Issuer/Master CMSA IRP Access/Excel Monthly/Distribution Date
Servicer)
CMSA Property File (Master Servicer) CMSA IRP Access/Excel Monthly/Distribution Date
CMSA Loan Periodic Update File CMSA IRP Access/Excel Monthly/Distribution Date
(Master Servicer)
CMSA Financial File (Master CMSA IRP Access/Excel Monthly/Distribution Date
Servicer)
Distribution Statement (Paying Monthly Excel/PDF Monthly/Distribution Date
Agent)
CMSA Bond File (Paying Agent) CMSA IRP Access/Excel Monthly/Distribution Date
CMSA Collateral File (Trustee) CMSA IRP Access/Excel Monthly/Distribution Date
CMSA Supplemental Reports (Master CMSA IRP Access/Excel Monthly/Distribution Date
Servicer)
Operating Statement Analysis Report CMSA IRP Access/Excel Monthly/Distribution Date
(Master Servicer)*
NOI Adjustment Worksheet (Master CMSA IRP Access/Excel Monthly/Distribution Date
Servicer)*
Documentation Exceptions Report Quarterly Access/Excel Monthly/Distribution Date
(Trustee)
* Submit electronically with ARCap Naming Convention.
Footnotes:
(1) On the P&I Advance Date following the Determination Date for the related
Bond Certificateholder Distribution, a list of all mortgage loans which
are delinquent as to the applicable Distribution Period on the P&I Advance
Date. This list should represent all delinquent loans that required a P&I
Advance be made.
(2) On the last day of the month (30th), for all delinquencies reported in #1
above, a list of a) all mortgage loans which remain delinquent for such
Distribution period (along with the number of days delinquent) accompanied
with any reason, in the Master Servicer's opinion, for the mortgage loans
continued delinquency, along with an explanation of the Master Servicer's
attempts to cure.
EXHIBIT N
FORM OF TRANSFER CERTIFICATE FOR
RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S
BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD
(Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14
X.X. Xxxxxx Chase Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, Class [__]
-------------------------------------------------------------------
Ladies and Gentlemen:
Reference is hereby made to the Pooling and Servicing Agreement,
dated March 16, 2006 (the "Pooling and Servicing Agreement"), by and among X.X.
Xxxxxx Chase Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer, Midland Loan Services, Inc., as
Special Servicer, and LaSalle Bank National Association, as Trustee and as
Paying Agent, on behalf of the holders of X.X. Xxxxxx Xxxxx Commercial Mortgage
Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.
This letter relates to US $[________] aggregate [Certificate
Balance] [Notional Amount] of Certificates (the "Certificates") which are held
in the form of the Rule 144A Book-Entry Certificate (CUSIP No. ________) with
the Depository in the name of [insert name of transferor] (the "Transferor").
The Transferor has requested a transfer of such beneficial interest in the
Certificates for an interest in the Regulation S Book-Entry Certificate (Common
Code No. _____).
In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:
(1) the offer of the Certificates was not made to a person in the
United States;
(2) [at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the transferee was outside the
United States] [the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither
the Transferor nor any person acting on its behalf knows that the
transaction was pre-arranged with a buyer in the United States];*
(3) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
applicable; and
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act,
or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer and the Special Servicer.
[Insert Name of Transferor]
By:____________________________________
Name:
Title:
Dated:
------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.
EXHIBIT O
FORM OF TRANSFER CERTIFICATE OF
FROM REGULATION S BOOK-ENTRY CERTIFICATE
TO RULE 144A GLOBAL BOOK-ENTRY CERTIFICATE
DURING RESTRICTED PERIOD
(Pursuant to Section 5.02(b) of the Pooling and Servicing Agreement)
LaSalle Bank National Association
As Trustee and Paying Agent
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Chase
Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, Class[__]
------------------------------------------------------------------
Ladies and Gentlemen:
Reference is hereby made to the Pooling and Servicing Agreement,
dated March 16, 2006 (the "Pooling and Servicing Agreement"), by and among X.X.
Xxxxxx Xxxxx Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer, Midland Loan Services, Inc., as
Special Servicer, and LaSalle Bank National Association, as Trustee and as
Paying Agent, on behalf of the holders of X.X. Xxxxxx Chase Commercial Mortgage
Securities Trust 2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.
This letter relates to US $[________] aggregate [Certificate
Balance] [Notional Amount] of Certificates (the "Certificates") which are held
in the form of the Regulation S Book-Entry Certificate (CUSIP No. _______) with
[Euroclear] [Clearstream]* (Common Code No.__________) through the Depository in
the name of [insert name of transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Certificates for an
interest in the Regulation 144A Book-Entry Certificate (CUSIP No.____________).
------------
* Select appropriate depository.
In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in
the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, in each case in
a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any
jurisdiction.
This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Paying Agent,
the Master Servicer, the Special Servicer and Initial Purchasers of the offering
of the Certificates.
[Insert Name of Transferor]
By:____________________________________
Name:
Title:
Dated:
EXHIBIT P
FORM OF TRANSFER CERTIFICATE FOR REGULATION S
BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD
LaSalle Bank National Association
As Certificate Registrar.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14
X.X. Xxxxxx Chase Commercial Mortgage Securities Corp.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Structured Finance - Securitization Group
Re: Transfer of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series
2006-CIBC14, Class_[__]
--------------------------------------------------------------------
Ladies and Gentlemen:
This certificate is delivered pursuant to Section 5.02(b) of the
Pooling and Servicing Agreement, dated March 16, 2006 (the "Pooling and
Servicing Agreement"), by and among X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp., as Depositor, GMAC Commercial Mortgage Corporation, as Master
Servicer, Midland Loan Services, Inc., as Special Servicer, and LaSalle Bank
National Association, as Trustee and as Paying Agent, on behalf of the holders
of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14 in connection
with the transfer by _______________ of a beneficial interest of $___________
[Certificate Balance] [Notional Amount] in a Book-Entry Certificate during the
Restricted Period to the undersigned (the "Transferee"). The Transferee desires
to beneficially own such transferred interest in the form of the Regulation S
Book-Entry Certificate. Capitalized terms used but not defined herein shall have
the meanings given to them in the Pooling and Servicing Agreement.
In connection with such transfer, the Transferee does hereby certify
that it is not a "U.S. Person" (within the meaning of Rule 902 Regulation S
under the Securities Act of 1933, as amended). This certificate and the
statements contained herein are made for your benefit and the benefit of the
Depositor, the Trustee, the Paying Agent, the Master Servicer and the Special
Servicer.
[Insert Name of Transferor]
By:____________________________________
Name:
Title:
Dated:
EXHIBIT Q
FORM CERTIFICATION TO BE
PROVIDED WITH FORM 10-K
CERTIFICATION
X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates
Series 2006-CIBC14 (the "Trust")
I, [identifying the certifying individual], the President and Chief
Executive Officer of X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., the
depositor into the above-referenced Trust, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
10-D required to be filed in respect of period covered by this annual
report on Form 10-K, of the Trust (the "Exchange Act Periodic Reports");
2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act Periodic Reports;
4. Based on my knowledge and the servicer compliance statement(s) required in
this report under Item 1123 of Regulation AB, and except as disclosed in
the Exchange Act Periodic Reports, the master servicer and the special
servicer have fulfilled their obligations under the pooling and servicing
agreement; and
5. All of the reports on assessment of compliance with servicing criteria and
their related attestation reports on assessment of compliance with
servicing criteria required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: GMAC Commercial Mortgage
Corporation, Midland Loan Services, Inc. and LaSalle Bank National Association.
Date: _________________________
_______________________________________
President and Chief Executive Officer
X.X. Xxxxxx Chase Commercial Mortgage
Securities Corp.
EXHIBIT R-1
FORM OF CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY PAYING AGENT
CERTIFICATION
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates
Series 2006-CIBC14 (the "Trust")
I, [identifying the certifying individual], a [title] of [PAYING
AGENT], certify to X.X. Xxxxxx Chase Commercial Mortgage Securities Corp. and
its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year 20__,
and all reports on Form 10-D required to be filed in respect of periods
covered by that annual report on Form 10-K, of the Trust (the "Exchange
Act Periodic Reports");
2. Based on my knowledge, the distribution information in the Exchange Act
Periodic Reports, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by that
report on Form 10-K;
3. Based on my knowledge, all of the distribution, servicing and other
information required to be provided to the paying agent by the master
servicer and the special servicer under the pooling and servicing
agreement for inclusion in the Exchange Act Periodic Reports is included
in such reports; and
4. The report on assessment of compliance with servicing criteria and the
related attestation report on assessment of compliance with servicing
criteria required to be delivered by the Paying Agent in accordance
with Section 11.10 and Section 11.11 of the pooling and servicing
agreement discloses, with respect to the Paying Agent, all material
instances of noncompliance with the Relevant Servicing Criteria and
such assessment of compliance with servicing criteria is fairly stated
in all material respects.
Date:__________________________________
_______________________________________
[Name]
[Title]
[PAYING AGENT]
EXHIBIT R-2
FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
BY THE MASTER SERVICER
CERTIFICATION
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates
Series 2006-CIBC14 (the "Certificates")
I, [identify the certifying individual], a [title] of [MASTER
SERVICER], certify to X.X. Xxxxxx Chase Commercial Mortgage Securities Corp. and
their officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification in delivering the Certification required
by the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the pooling and servicing agreement), that:
1. I have reviewed the servicing reports relating to the trust fund delivered
by the Master Servicer to the Paying Agent covering the fiscal year 20__;
2. Based on my knowledge, the servicing information in these reports, taken
as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by these servicing reports;
3. Based on my knowledge, the servicing information required to be provided
to the Paying Agent by the Master Servicer under the pooling and servicing
agreement for inclusion in the reports to be filed by the Paying Agent is
included in the servicing reports delivered by the Master Servicer to the
Trustee;
4. I am responsible for reviewing the activities performed by the Master
Servicer under the pooling and servicing agreement and based upon my
knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 11.09 of the pooling and
servicing agreement with respect to the Master Servicer, and except as
disclosed in such compliance statement delivered by the Master Servicer
under Section 11.09 of the pooling and servicing agreement, the Master
Servicer has fulfilled its obligations under the pooling and servicing
agreement in all material respects in the year to which such review
applies; and
5. The report on assessment of compliance with servicing criteria and the
related attestation report on assessment of compliance with servicing
criteria required to be delivered in accordance with Section 11.10 and
Section 11.11 of the pooling and servicing agreement discloses all
material instances of noncompliance with the Relevant Servicing Criteria
and such assessment of compliance with servicing criteria is fairly stated
in all material respects.
Date:__________________________________
By: __________________________________
[Name]
[Title]
[MASTER SERVICER]
EXHIBIT R-3
FORM OF CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY SPECIAL SERVICER
CERTIFICATION
X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Trust 2006-CIBC14
Commercial Mortgage Pass-Through Certificates
Series 2006-CIBC14 (the "Certificates")
I, [identify the certifying individual], a [title] of [SPECIAL
SERVICER], certify to X.X. Xxxxxx Chase Commercial Mortgage Securities Corp. and
their officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification in delivering the Certification required
by the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the pooling and servicing agreement), that:
1. Based on my knowledge, the servicing information in the servicing reports
or information relating to the trust fund delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading
with respect to the period covered by these servicing reports;
2. Based on my knowledge, the servicing information required to be provided
to the Master Servicer by the Special Servicer under the pooling and
servicing agreement for inclusion in the reports to be filed by the Paying
Agent is included in the servicing reports delivered by the Special
Servicer to the Master Servicer;
3. I am responsible for reviewing the activities performed by the Special
Servicer under the pooling and servicing agreement and based upon my
knowledge and the compliance review conducted in preparing the servicer
compliance statement required under Section 11.09 of the pooling and
servicing agreement with respect to the Special Servicer, and except as
disclosed in such compliance statement delivered by the Special Servicer
under Section 11.09 of the pooling and servicing agreement, the Special
Servicer has fulfilled its obligations under the pooling and servicing
agreement in all material respects in the year to which such review
applies; and
4. The report on assessment of compliance with servicing criteria and the
related attestation report on assessment of compliance with servicing
criteria required to be delivered by the Special Servicer in accordance
with Section 11.10 and Section 11.11 of the pooling and servicing
agreement discloses, with respect to the Special Servicer, all material
instances of noncompliance with the Relevant Servicing Criteria and such
assessment of compliance with servicing criteria is fairly stated in all
material respects.
Date:__________________________________
_______________________________________
[Name]
[Title]
[SPECIAL SERVICER]
EXHIBIT S
INITIAL COMPANION HOLDERS
CBA Mezzanine Capital Finance, LLC shall be the initial Companion Holder
for the Xxxxxxx Portfolio Companion Loan, the Tulane Park Apartments Companion
Loan, the Pheasant Run Companion Loan, the Xxxxxx Corporate Park #1 Companion
Loan and the Marlton Square Shopping Center Companion Loan. Gramercy Warehouse
Funding I LLC, shall be the initial Companion Holder for the Metro Corporate
Center Companion Loan. JPMorgan Chase Bank shall be the initial Companion Holder
for the CenterPoint I Companion Note.
EXHIBIT T
FORM OF
NOTICE AND CERTIFICATION
REGARDING DEFEASANCE OF MORTGAGE LOAN
To: Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Commercial Mortgage Surveillance Group
From: GMAC Commercial Mortgage Corporation, in its capacity as
Master Servicer (the "Master Servicer") under the Pooling and
Servicing Agreement dated as of March 16, 2006 (the "Pooling
and Servicing Agreement"), among the Master Servicer, LaSalle
Bank National Association, as Trustee and Paying Agent, and
others.
Date: _________, 20___
Re: X.X. Xxxxxx Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates,
Series 2006-CIBC14
Mortgage Loan (the "Mortgage Loan") identified by loan
number _____ on the Mortgage Loan Schedule attached to the
Pooling and Servicing Agreement and heretofore secured by
the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names:____________________
____________________
Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.
As Master Servicer under the Pooling and Servicing Agreement, we
hereby:
(a) Notify you that the Mortgagor has consummated a defeasance of
the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:
____ a full defeasance of the entire principal balance of the
Mortgage Loan; or
____ a partial defeasance of a portion of the principal balance of
the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the
Mortgage Loan;
(b) Certify that each of the following is true, subject to those
exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standards, will have no material adverse effect on the Mortgage Loan or the
defeasance transaction:
(i) The Mortgage Loan documents permit the defeasance, and the terms
and conditions for defeasance specified therein were satisfied in all
material respects in completing the defeasance.
(ii) The defeasance was consummated on __________, 20__.
(iii) The defeasance collateral consists of securities that (i)
constitute "government securities" as defined in Section 2(a)(16) of the
Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are
listed as "Qualified Investments for `AAA' Financings" under Paragraphs 1,
2 or 3 of "Cash Flow Approach" in Standard & Poor's Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) are rated
`AAA' by S&P, (iv) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (v) are not subject to
prepayment, call or early redemption.
(iv) The Master Servicer received an opinion of counsel (from
counsel approved by the Master Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.
(v) The Master Servicer determined that the defeasance collateral
will be owned by an entity (the "Defeasance Obligor") that is a
Single-Purpose Entity (as defined in Standard & Poor's Structured Finance
Ratings Real Estate Finance Criteria, as amended to the date of the
defeasance (the "S&P Criteria")) as of the date of the defeasance, and
after the defeasance owns no assets other than the defeasance collateral
and real property securing Mortgage Loans included in the pool.
(vi) The Master Servicer received written confirmation of the
crediting of the defeasance collateral to an Eligible Account (as defined
in the S&P Criteria) in the name of the Defeasance Obligor, which account
is maintained as a securities account by a securities intermediary and has
been pledged to the Trustee.
(vii) The agreements executed in connection with the defeasance (i)
grant control of the pledged securities account to Trustee, (ii) require
the securities intermediary to make the scheduled payments on the Mortgage
Loan from the proceeds of the defeasance collateral directly to the Master
Servicer's collection account in the amounts and on the dates specified in
the Mortgage Loan documents or, in a partial defeasance, the portion of
such scheduled payments attributed to the allocated loan amount for the
real property defeased, increased by any defeasance premium specified in
the Mortgage Loan documents (the "Scheduled Payments"), (iii) permit
reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the S&P Criteria), (iv) permit release of
surplus defeasance collateral and earnings on reinvestment from the
pledged securities account only after the Mortgage Loan has been paid in
full, if any such release is permitted, (v) prohibit transfers by the
Defeasance Obligor of the defeasance collateral and subordinate liens
against the defeasance collateral, and (vi) provide for payment from
sources other than the defeasance collateral or other assets of the
Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees
and expenses of maintaining the existence of the Defeasance Obligor.
(viii) The Master Servicer received written confirmation from a firm
of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i)
revenues from the defeasance collateral (without taking into account any
earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Scheduled Payments after the defeasance including the
payment in full of the Mortgage Loan (or the allocated portion thereof in
connection with a partial defeasance) on its Maturity Date (or, in the
case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to
make Scheduled Payments within four (4) months after the date of receipt,
and (iii) interest income from the defeasance collateral to the Defeasance
Obligor in any calendar or fiscal year will not exceed such Defeasance
Obligor's interest expense for the Mortgage Loan (or the allocated portion
thereof in a partial defeasance) for such year.
(ix) The Mortgage Loan is not among the ten (10) largest loans in
the pool. The entire principal balance of the Mortgage Loan as of the date
of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of
the Certificates as of the date of the most recent Trustee's Distribution
Date Statement received by us (the "Current Report").
(x) [The Master Servicer has received opinions of counsel stating
that the Trustee possesses a valid, perfected first priority security
interest in the defeasance collateral and that the documents executed in
connection with the defeasance are enforceable in accordance with their
respective terms.]
(xi) The defeasance described herein, together with all prior and
simultaneous defeasances of Mortgage Loans, brings the total of all fully
and partially defeased Mortgage Loans to $__________________, which is
_____% of the aggregate Certificate Balance of the Certificates as of the
date of the Current Report.
(c) Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance.
(d) Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.
(e) Agree to provide copies of all items listed in Exhibit B to you
upon request.
IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.
GMAC COMMERCIAL MORTGAGE CORPORATION
By: __________________________________
Name:
Title:
EXHIBIT U
INFORMATION REQUEST FROM CERTIFICATEHOLDER, BENEFICIAL OWNER OR PROSPECTIVE
PURCHASER
[Date]
LaSalle Bank National Association
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Global Securities and Trust Services Group - X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial
Mortgage Pass-Through Certificates, Series 2006-CIBC14
Re: X.X. Xxxxxx Chase Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14
-----------------------------------------------------------------
Pursuant to the Pooling and Servicing Agreement, dated as of March
16, 2006 (the "Pooling and Servicing Agreement"), by and among X.X. Xxxxxx Xxxxx
Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer, Midland Loan Services, Inc., as Special
Servicer, and LaSalle Bank National Association, as Trustee and as Paying Agent
with respect to X.X. Xxxxxx Chase Commercial Mortgage Securities Trust
2006-CIBC14, Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14
(the "Certificates"), the undersigned hereby certifies and agrees as follows:
1. The undersigned is a [Holder] [Certificate Owner] [prospective
purchaser] of $___________ aggregate [Certificate Balance/Notional Amount] of
the Class ____ Certificates.
2. The undersigned is requesting access to the information (the
"Information") on the Paying Agent's Internet Website pursuant to Section 4.02
of the Pooling Servicing Agreement.
3. In consideration of the Paying Agent's disclosure to the
undersigned of the Information, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in evaluating
the Information), and such Information will not, without the prior written
consent of the Trustee, be disclosed by the undersigned or by its officers,
directors, partners employees, agents or representatives in any manner
whatsoever, in whole or in part; provided that the undersigned may provide all
or any part of the Information to any other person or entity that is
contemplating the purchase of any Certificate, but only if such person or entity
confirms in writing such prospective ownership interest and agrees to keep it
confidential; and provided that the undersigned may provide all or any part of
the Information to its auditors, legal counsel and regulators.
4. The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Certificate pursuant to
Section 5 of the Securities Act or under any other applicable law.
Capitalized terms not defined herein shall have the same meaning
ascribed to them in the Pooling Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.
[HOLDER] [CERTIFICATE OWNER] [PROSPECTIVE
PURCHASER]
By:____________________________________
Name:
Title:
Telephone No.:
EXHIBIT V
TRUSTEE CERTIFICATION/EXCEPTION REPORT
[DATE]
To the Persons Listed on the attached Schedule A
Re: J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14
-----------------------------------------------------------------
Ladies and Gentlemen:
In accordance with Section 2.02 of the Pooling and Servicing
Agreement, dated as of March 16, 2006 (the "Pooling and Servicing Agreement"),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, Midland
Loan Services, Inc., as Special Servicer, and LaSalle Bank National Association,
as Trustee and as Paying Agent, the undersigned, as Trustee, hereby certifies
that, except as noted on the attached Trustee Exception Report, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or for which a Liquidation Event has occurred) the Trustee has,
subject to Section 2.02(e) of the Pooling and Servicing Agreement, reviewed the
documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing
Agreement and has determined that (i) all documents specified in clauses (i)
through (v), (ix) through (xii) and (xvi) (or, with respect to clause (xvi), a
copy of such letter of credit and the required officer's certificate), if any,
of the definition of "Mortgage File," as applicable, are in its possession, (ii)
the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers have been reviewed by it or by a Custodian on its behalf and appear
regular on their face and appear to be executed and to relate to such Mortgage
Loan, and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of
"Mortgage Loan Schedule" is correct.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:______________________________________
Name:
Title:
TRUSTEE EXCEPTION REPORT
SCHEDULE A
J.P. Morgan Chase Commercial Mortgage Securities Corp.
270 Park Avenue, 10th Floor
New York, New York 10017
GMAC Commercial Mortgage Corporation
118 Welsh Road
Horsham, Pennsylvania 19044
Midland Loan Services, Inc.
10851 Mastin, Suite 700
Overland Park, Kansas 66210
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Standard & Poor's Rating Services, a division of the McGraw-Hill
Companies, Inc.
55 Water Street
New York, New York 10041-0003
JPMorgan Chase Bank, National Association
270 Park Avenue, 10th Floor
New York, New York 10017
EXHIBIT W
FORM OF NOTICE RELATING TO THE HOUSTON GALLERIA MORTGAGE LOAN
[Date]
VIA FACSIMILE
Attention: [__________________]
Re: J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-CIBC14,
Commercial Mortgage Pass-Through Certificates, Series 2006-CIBC14
Dear [_____________]:
Midland Loan Services, Inc. is the master servicer (the "Houston
Galleria Master Servicer") for the Houston Galleria Whole Loan, as such term is
defined under the Pooling and Servicing Agreement dated March 16, 2006 (the
"CIBC14 Pooling Agreement") by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as depositor, GMAC Commercial Mortgage Corporation, as master
servicer (the "CIBC14 Master Servicer"), Midland Loan Services, Inc., as special
servicer, and LaSalle Bank National Association, as trustee (in such capacity,
the "Trustee") and as paying agent. The Trustee hereby directs the Houston
Galleria Master Servicer, as follows:
The Houston Galleria Master Servicer shall remit to the CIBC14
Master Servicer all amounts payable to, and forward, deliver or otherwise make
available, as the case may be, to the CIBC14 Master Servicer all reports,
statements, documents, communications, and other information that are to be
forwarded, delivered or otherwise made available to, the holder of the Houston
Galleria Mortgage Loan (as such term is defined in the CIBC14 Pooling Agreement)
under the Intercreditor Agreement dated as of December 1, 2005 by and among
JPMorgan Chase Bank, N.A., as the Note A-1 Holder, JPMorgan Chase Bank, N.A., as
the Note A-2A Holder, JPMorgan Chase Bank, N.A., as Note A-2A Holder, JPMorgan
Chase Bank, N.A, as Note A-2B Holder, Pacific Life Insurance Company, as the
Note B Holder and JPMorgan Chase Bank N.A., as the Note C Holder, and the
Pooling Agreement and Servicing Agreement dated as of December 1, 2005 by and
among the Houston Galleria Master Servicer, as master servicer no. 1, GMAC
Commercial Mortgage Corporation, as master servicer no. 2, Midland Loan
Services, Inc., as special servicer, and LaSalle Bank, National Association, as
trustee and as paying agent.
Thank you for your attention to this matter.
LASALLE BANK NATIONAL ASSOCIATION, as Trustee for the Holders of the J.P. Morgan
Chase Commercial Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006-CIBC14.
Date: _________________________
LASALLE BANK NATIONAL ASSOCIATION
By:___________________________
[Name]
[Title]
EXHIBIT X
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the referenced party shall
address, at a minimum, the criteria identified below as "Relevant Servicing
Criteria":
--------------------------------------------------------------------------------------------------------- --------------------------
RELEVANT SERVICING
SERVICING CRITERIA CRITERIA
----------------------- --------------------------------------------------------------------------------- --------------------------
Reference Criteria
----------------------- --------------------------------------------------------------------------------- --------------------------
General Servicing Considerations
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other Paying Agent
triggers and events of default in accordance with the transaction agreements. Master Servicer
Special Servicer
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies Paying Agent
and procedures are instituted to monitor the third party's performance and Master Servicer
compliance with such servicing activities. Special Servicer
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer N/A
for the mortgage loans are maintained.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party Master Servicer
participating in the servicing function throughout the reporting period in the Special Servicer
amount of coverage required by and otherwise in accordance with the terms of
the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
Cash Collection and Administration
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial bank Paying Agent
accounts and related bank clearing accounts no more than two business days Master Servicer
following receipt, or such other number of days specified in the transaction Special Servicer
agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor Paying Agent
are made only by authorized personnel.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or Master Servicer
distributions, and any interest or other fees charged for such advances, are Special Servicer
made, reviewed and approved as specified in the transaction agreements. Trustee
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or Paying Agent
accounts established as a form of overcollateralization, are separately Master Servicer
maintained (e.g., with respect to commingling of cash) as set forth in the Special Servicer
transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository Paying Agent
institution as set forth in the transaction agreements. For purposes of this Master Servicer
criterion, "federally insured depository institution" with respect to a foreign Special Servicer
financial institution means a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. Paying Agent
Master Servicer
Special Servicer
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed Paying Agent
securities related bank accounts, including custodial accounts and related bank Master Servicer
clearing accounts. These reconciliations are (A) mathematically accurate; (B) Special Servicer
prepared within 30 calendar days after the bank statement cutoff date, or such
other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and
(D) contain explanations for reconciling items. These reconciling items are
resolved within 90 calendar days of their original identification, or such
other number of days specified in the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
Investor Remittances and Reporting
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are Paying Agent
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and number of
mortgage loans serviced by the Reporting Servicer.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with Paying Agent
timeframes, distribution priority and other terms set forth in the transaction
agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Paying Agent
Servicer's investor records, or such other number of days specified in the
transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled Paying Agent
checks, or other form of payment, or custodial bank statements.
----------------------- --------------------------------------------------------------------------------- --------------------------
Pool Asset Administration
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the Trustee
transaction agreements or related mortgage loan documents. Master Servicer
Special Servicer
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the Trustee
transaction agreements
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed Trustee
and approved in accordance with any conditions or requirements in the Master Servicer
transaction agreements. Special Servicer
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with the Master Servicer
related mortgage loan documents are posted to the Servicer's obligor records Special Servicer
maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(v) The Reporting Servicer's records regarding the mortgage loans agree with the Master Servicer
Reporting Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage loans Master Servicer
(e.g., loan modifications or re-agings) are made, reviewed and approved by Special Servicer
authorized personnel in accordance with the transaction agreements and related
pool asset documents.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and Special Servicer
deeds in lieu of foreclosure, foreclosures and repossessions, as applicable)
are initiated, conducted and concluded in accordance with the timeframes or
other requirements established by the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a Master Servicer
mortgage loan is delinquent in accordance with the transaction agreements. Such Special Servicer
records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity's activities
in monitoring delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with Master Servicer
variable rates are computed based on the related mortgage loan documents.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Master Servicer
such funds are analyzed, in accordance with the obligor's mortgage loan
documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to
obligors in accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar days of full
repayment of the related mortgage loans, or such other number of days specified
in the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are Master Servicer
made on or before the related penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided that such support has
been received by the servicer at least 30 calendar days prior to these dates,
or such other number of days specified in the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf Master Servicer
of an obligor are paid from the servicer's funds and not charged to the
obligor, unless the late payment was due to the obligor's error or omission.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days Master Servicer
to the obligor's records maintained by the servicer, or such other number of
days specified in the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and Master Servicer
recorded in accordance with the transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) N/A
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
transaction agreements.
----------------------- --------------------------------------------------------------------------------- --------------------------
----------------------- --------------------------------------------------------------------------------- --------------------------
[NAME OF REPORTING SERVICER]
Date:_______________________________
By:_________________________________
Name:_______________________________
Title:______________________________
EXHIBIT Y
ADDITIONAL FORM 10-D DISCLOSURE
-------------------------------------------------------------------------------
Item on Form 10-D Party Responsible
-------------------------------------------------------------------------------
Item 1: Distribution and Pool Trustee
Performance Information
Depositor
Any information required by Item 1121
of Regulation AB which is NOT included
on the Monthly Statement
-------------------------------------------------------------------------------
Item 2: Legal Proceedings (i) All parties to the Pooling and
Servicing Agreement (as to
themselves), (ii) as to litigation to
which they respectively have
per Item 1117 of Regulation AB knowledge, the Trustee, the Master
Servicer and the Special Servicer as
to the issuing entity, (iii) the
Depositor as to the sponsors, any
1110(b) originator, and any
1100(d)(1) party
-------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of Depositor
Proceeds
-------------------------------------------------------------------------------
Item 4: Defaults Upon Senior Trustee
Securities
-------------------------------------------------------------------------------
Item 5: Submission of Matters to a Trustee
Vote of Security Holders
-------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool Depositor
Assets
-------------------------------------------------------------------------------
Item 7: Significant Enhancement Depositor
Provider Information
-------------------------------------------------------------------------------
Item 8: Other Information Any party responsible for disclosure
items on Form 8-K
-------------------------------------------------------------------------------
Item 9: Exhibits Trustee
Depositor
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT Z
ADDITIONAL FORM 10-K DISCLOSURE
-------------------------------------------------------------------------------
Item on Form 10-K Party Responsible
-------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments Depositor
-------------------------------------------------------------------------------
Item 9B: Other Information Any party responsible for disclosure
items on Form 8-K
-------------------------------------------------------------------------------
Item 15: Exhibits, Financial Trustee
Statement Schedules
Depositor
-------------------------------------------------------------------------------
Additional Item: (i) All parties to the Pooling and
Servicing Agreement (as to
themselves), (ii) as to litigation to
which they respectively have
Disclosure per Item 1117 of knowledge, the Trustee, the Master
Regulation AB Servicer and the Special Servicer as
to the issuing entity, (iii) the
Depositor as to the sponsor, any
1110(b) originator and any
1100(d)(1) party
-------------------------------------------------------------------------------
Additional Item: (i) All parties to the Pooling and
Servicing Agreement as to themselves,
Disclosure per Item 1119 of Regulation (ii) the Depositor as to the sponsor,
AB originator, significant obligor,
enhancement or support provider
-------------------------------------------------------------------------------
Additional Item: Depositor
Disclosure per Item 1112(b) of
Regulation AB
-------------------------------------------------------------------------------
Additional Item: Depositor
Trustee
Disclosure per Items 1114(b)(2) and
1115(b) of Regulation AB
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT AA
FORM 8-K DISCLOSURE INFORMATION
-------------------------------------------------------------------------------
Item on Form 8-K Party Responsible
-------------------------------------------------------------------------------
Item 1.01- Entry into a Material All parties
Definitive Agreement
-------------------------------------------------------------------------------
Item 1.02- Termination of a Material All parties
Definitive Agreement
-------------------------------------------------------------------------------
Item 1.03- Bankruptcy or Receivership Depositor
-------------------------------------------------------------------------------
Item 2.04- Triggering Events that Depositor
Accelerate or Increase a Direct
Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
-------------------------------------------------------------------------------
Item 3.03- Material Modification to Trustee
Rights of Security Holders
-------------------------------------------------------------------------------
Item 5.03- Amendments of Articles of Depositor
Incorporation or Bylaws; Change of
Fiscal Year
-------------------------------------------------------------------------------
Item 6.01- ABS Informational and Depositor
Computational Material
-------------------------------------------------------------------------------
Item 6.02- Change of Master Servicer, Master Servicer
Special Servicer or Trustee
Special Servicer
Trustee
Depositor
-------------------------------------------------------------------------------
Item 6.03- Change in Credit Depositor
Enhancement or External Support
Trustee
-------------------------------------------------------------------------------
Item 6.04- Failure to Make a Required Trustee
Distribution
-------------------------------------------------------------------------------
Item 6.05- Securities Act Updating Depositor
Disclosure
-------------------------------------------------------------------------------
Item 7.01- Regulation FD Disclosure Depositor
-------------------------------------------------------------------------------
Item 8.01 Depositor
-------------------------------------------------------------------------------
Item 9.01 Depositor
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EXHIBIT BB
ADDITIONAL DISCLOSURE NOTIFICATION
**SEND VIA FAX TO 312-904-2084 AND VIA EMAIL TO [________________] AND VIA
OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**
LaSalle Bank National Association, as Trustee
135 South LaSalle Street
Chicago, Illinois 60603
Attn: Global Securities and Trust Services Group - J.P. Morgan Chase
Commercial Mortgage Securities Trust 2006-CIBC14, Commercial Mortgage
Pass-Through Certificates, Series 2006 CIBC14--SEC REPORT PROCESSING
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Section [ ] of the Pooling and Servicing
Agreement, dated as of March 16, 2006, among GMAC Commercial Mortgage
Corporation, as master servicer, Midland Loan Services, Inc., as special
servicer and LaSalle Bank National Association, as trustee and as paying agent,
the undersigned, as [ ], hereby notifies you that certain events have come to
our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
------------------------------------------------------------
List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
-----------------------------
Any inquiries related to this notification should be directed to
[______], phone number: [______]; email address: [___________________].
[NAME OF PARTY],
as [role]
By: ___________________________________
Name:
Title:
EXHIBIT CC
SERVICING AND SUBSERVICING AGREEMENTS
The Mortgage Loans (other than the Houston Galleria Loan) shall be
serviced by the Master Servicer. Certain of the Mortgage Loans are subject to
subservicing agreements as set forth below.
-------------------------------------------------------------------------------
Property Name Subservicer Name
-------------------------------------------------------------------------------
Keystone Park Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Estancia at Morning Star Laureate Capital
-------------------------------------------------------------------------------
Flamingo East Plaza Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Woodland Ridge Apartments Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Vista Plaza Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Viva International Building Wachovia/Maher Partners
-------------------------------------------------------------------------------
Cranbury Corporate Campus Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Oxford Place Apartments Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
5301 Whittier Building Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Attic Plus Self Storage Portfolio Laureate Capital
-------------------------------------------------------------------------------
The Crossing at 288 Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Stayton Business Center II Columbia National
-------------------------------------------------------------------------------
Barringer Foreman Technology Park NorthMarq Capital Group
-------------------------------------------------------------------------------
Shoppes at Barnes Crossing Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
Rite Aid Portfolio - Slane Company Collateral Mortgage Capital, LLC
-------------------------------------------------------------------------------
Strongsville Plaza Pinnacle Financial Group, Inc.
-------------------------------------------------------------------------------
Valley Ridge PC Financial Corporation
-------------------------------------------------------------------------------
MSTC A & B Columbia National
-------------------------------------------------------------------------------
Westwood Square Pinnacle Financial Group, Inc.
-------------------------------------------------------------------------------
Shadow Creek Apartments - Converse, TX Laureate Capital
-------------------------------------------------------------------------------
Thunderbird Executive Office Park Northmarq
-------------------------------------------------------------------------------
Sunset Apartments Holliday Fenoglio Fowler, L.P.
-------------------------------------------------------------------------------
885 Island Park Drive Walker & Dunlop
-------------------------------------------------------------------------------
Valley View Plaza PC Financial Corporation
-------------------------------------------------------------------------------
Hopkins Marketplace Retail Collateral Mortgage Capital
-------------------------------------------------------------------------------
Maple 108 Shopping Center Collateral Mortgage Capital
-------------------------------------------------------------------------------
Belvedere Properties Birmingham Financial Corporation
-------------------------------------------------------------------------------
EKU By-Pass Capstone Realty Advisors
-------------------------------------------------------------------------------
Big Tree Self Storage Laureate Capital
SCHEDULE 1
Mortgage Loans Containing Additional Debt
Loan Number Property Name
---------------- ------------------------------------
1 Houston Galleria
12 CenterPoint I
37 Brinton Portfolio
47 Metro Corporate Center
60 Tulane Park Apartments
71 Pheasant Run
126 Donato Corporate Park #1
136 Marlton Square Shopping Center
SCHEDULE 2
Mortgage Loans which Initially Pay Interest Only
Loan Number Property Name
---------------- ------------------------------------
1 Houston Galleria
2 Ballantyne Corporate Park
3.01 Alamo Crossing Commerce Center
3.02 Fair Oaks
3.03 Holland Park
3.04 Kensington Business Center
3.05 Oakbrook Terrace Corporate Center III
3.06 Southfield Logistics
3.07 The Park in Woodinville
3.08 Azalea Springs
4 Patrick Henry Building
5 CenterPoint I
6 Avion Business Park Portfolio
8 Park Center
9 510 Fifth Avenue
10 Concord Commons
12 The Meridian at Brentwood - Phase I
13 Keystone Park
14 Estancia at Morning Star
15 Deloitte Building
16 HTA-Clover Leaf
17 1040 Grant Road
18 River Place at Rahway
19 Canyon Portal 2
21 MetoKote - US Portfolio
22 Green Bay Plaza
24 Sierra Crossroads
26 Colony Line-Maryland Corporate Center
29 450 Winks Lane
32 HTA-Santa Barbara
34 Natomas Village
36 Lily Flagg Station Apartments
37 Eagle Window
39 Ohio Multifamily Portfolio
42 The Appleton Building
44 The Round at Beaverton - Phase I
45 Wellington Farms Apartments
49 Chase Financial Tower
52 Green Trails Shopping Center
53 Tulane Park Apartments
56 Grant at One
58 Oxford Place Apartments
59 Allendale Shopping Center
60 Pickwick Place Apartments
61 Plaza De La Fiesta Phases III & IV
63 Salem Courthouse Apartments
71 Mountain Shadows Plaza
73 Plaza De La Fiesta Phase I
74 Beechmont Retail
75 407 Broadway
78 Dearborn Plaza
79 Irwindale
80 The Crossing at 288
81 Stayton Business Center II
84 Wyckford Commons Apartments
85 Shoppes at Barnes Crossing
87 205 Chubb Avenue
93 Abington Apartments
94 HTA-North Glen Village
97 Dooley Square
101 Staples and PetSmart
102 HTA-Hoosier Estates
103 Southeast Center
105 Babies and Pier One
106 HTA-Holiday Estates
112 Fountains Apartments
113 HTA-Shenandoah Estates
114 402 Main Street
119 Donato Corporate Park #1
121 HTA-Beacon Hill Colony
129 Marlton Square Shopping Center
130 Westside Plaza
133 Cottonwood Square
134 Park Val Apartments
135 Campus Crossing at Spring Garden
140 Summer Chase Apartments
141 La Quinta Garden Apartments
144 HTA-Skyway
152 148 Eastern Boulevard
153 Majestic Portfolio
154 Beaver Creek MHC
155 5570 Sterrett Place
156 Campus Crossing Portfolio
157 McArdle Building
159 885 Island Park Drive
161 400 Executive Boulevard
162 165 Chubb Avenue
163 Hunt Club Apartments
173 725 Southern Boulevard
175 308 East 209th Street
178 Maple 108 Shopping Center
179 754 Manida Street
181 Johnson Drive Self Storage
182 Panda and Souplantation
188 3035 Wallace Avenue
191 1935 Bergen Street
SCHEDULE 3
Class X Reference Rate Schedule
Distribution Date Reference Rate
-------------------------- ----------------
April 2006 5.69012%
May 2006 5.50557%
June 2006 5.69006%
July 2006 5.50552%
August 2006 5.69001%
September 2006 5.68998%
October 2006 5.50544%
November 2006 5.68992%
December 2006 5.50539%
January 2007 5.50535%
February 2007 5.50533%
March 2007 5.50552%
April 2007 5.68977%
May 2007 5.50523%
June 2007 5.68971%
July 2007 5.50517%
August 2007 5.68964%
September 2007 5.68961%
October 2007 5.50507%
November 2007 5.68953%
December 2007 5.50499%
January 2008 5.68945%
February 2008 5.50492%
March 2008 5.50502%
April 2008 5.68933%
May 2008 5.50482%
June 2008 5.68927%
July 2008 5.50473%
August 2008 5.68917%
September 2008 5.68913%
October 2008 5.50460%
November 2008 5.68903%
December 2008 5.50450%
January 2009 5.50446%
February 2009 5.50442%
March 2009 5.50481%
April 2009 5.68848%
May 2009 5.50396%
June 2009 5.68837%
July 2009 5.50386%
August 2009 5.68826%
September 2009 5.68821%
October 2009 5.50370%
November 2009 5.68810%
December 2009 5.50359%
January 2010 5.50354%
February 2010 5.50325%
March 2010 5.50417%
April 2010 5.68756%
May 2010 5.50308%
June 2010 5.68829%
July 2010 5.50378%
August 2010 5.68819%
September 2010 5.70406%
October 2010 5.51796%
November 2010 5.70121%
December 2010 5.51628%
January 2011 5.51091%
February 2011 5.51139%
March 2011 5.51185%
April 2011 5.69605%
May 2011 5.51132%
June 2011 5.69600%
July 2011 5.51127%
August 2011 5.69595%
September 2011 5.69592%
October 2011 5.51119%
November 2011 5.69587%
December 2011 5.51114%
January 2012 5.69514%
February 2012 5.51043%
March 2012 5.51059%
April 2012 5.69505%
May 2012 5.51035%
June 2012 5.69500%
July 2012 5.51029%
August 2012 5.69494%
September 2012 5.69491%
October 2012 5.50915%
November 2012 5.69372%
December 2012 5.50906%
January 2013 5.50740%
February 2013 5.50737%
March 2013 5.50793%
SCHEDULE 4
Assumption Fees on Certain Mortgage Loans
N/A
SCHEDULE 5
Class A-SB Planned Principal Balance Schedule
Date Balance
--------------------------- ------------------
April 12, 2006 $115,377,000.00
May 12, 2006 $115,377,000.00
June 12, 2006 $115,377,000.00
July 12, 2006 $115,377,000.00
August 12, 2006 $115,377,000.00
September 12, 2006 $115,377,000.00
October 12, 2006 $115,377,000.00
November 12, 2006 $115,377,000.00
December 12, 2006 $115,377,000.00
January 12, 2007 $115,377,000.00
February 12, 2007 $115,377,000.00
March 12, 2007 $115,377,000.00
April 12, 2007 $115,377,000.00
May 12, 2007 $115,377,000.00
June 12, 2007 $115,377,000.00
July 12, 2007 $115,377,000.00
August 12, 2007 $115,377,000.00
September 12, 2007 $115,377,000.00
October 12, 2007 $115,377,000.00
November 12, 2007 $115,377,000.00
December 12, 2007 $115,377,000.00
January 12, 2008 $115,377,000.00
February 12, 2008 $115,377,000.00
March 12, 2008 $115,377,000.00
April 12, 2008 $115,377,000.00
May 12, 2008 $115,377,000.00
June 12, 2008 $115,377,000.00
July 12, 2008 $115,377,000.00
August 12, 2008 $115,377,000.00
September 12, 2008 $115,377,000.00
October 12, 2008 $115,377,000.00
November 12, 2008 $115,377,000.00
December 12, 2008 $115,377,000.00
January 12, 2009 $115,377,000.00
February 12, 2009 $115,377,000.00
March 12, 2009 $115,377,000.00
April 12, 2009 $115,377,000.00
May 12, 2009 $115,377,000.00
June 12, 2009 $115,377,000.00
July 12, 2009 $115,377,000.00
August 12, 2009 $115,377,000.00
September 12, 2009 $115,377,000.00
October 12, 2009 $115,377,000.00
November 12, 2009 $115,377,000.00
December 12, 2009 $115,377,000.00
January 12, 2010 $115,377,000.00
February 12, 2010 $115,377,000.00
March 12, 2010 $115,377,000.00
April 12, 2010 $115,377,000.00
May 12, 2010 $115,377,000.00
June 12, 2010 $115,377,000.00
July 12, 2010 $115,376,817.37
August 12, 2010 $113,906,603.23
September 12, 2010 $112,429,375.39
October 12, 2010 $110,779,413.12
November 12, 2010 $109,287,249.58
December 12, 2010 $107,622,763.13
January 12, 2011 $106,055,458.47
February 12, 2011 $104,321,796.04
March 12, 2011 $101,982,701.10
April 12, 2011 $100,233,451.44
May 12, 2011 $ 98,278,043.50
June 12, 2011 $ 96,511,186.49
July 12, 2011 $ 94,538,656.74
August 12, 2011 $ 92,754,024.36
September 12, 2011 $ 90,960,915.22
October 12, 2011 $ 88,962,857.26
November 12, 2011 $ 87,151,722.23
December 12, 2011 $ 85,136,135.47
January 12, 2012 $ 83,315,135.87
February 12, 2012 $ 81,485,443.24
March 12, 2012 $ 79,256,478.31
April 12, 2012 $ 77,407,389.07
May 12, 2012 $ 75,355,124.52
June 12, 2012 $ 73,487,395.64
July 12, 2012 $ 71,417,005.46
August 12, 2012 $ 69,530,459.07
September 12, 2012 $ 67,634,902.52
October 12, 2012 $ 65,537,452.03
November 12, 2012 $ 63,622,728.83
December 12, 2012 $ 61,512,246.54
January 12, 2013 $ 59,619,343.56
February 12, 2013 $ 57,717,355.22
March 12, 2013 $ 55,242,856.66
April 12, 2013 $ 53,342,972.13
May 12, 2013 $ 51,249,883.36
June 12, 2013 $ 49,330,833.16
July 12, 2013 $ 47,219,107.26
August 12, 2013 $ 45,280,708.55
September 12, 2013 $ 43,333,007.21
October 12, 2013 $ 41,193,420.27
November 12, 2013 $ 39,226,097.05
December 12, 2013 $ 37,067,429.34
January 12, 2014 $ 35,081,963.70
February 12, 2014 $ 33,086,959.69
March 12, 2014 $ 30,539,106.18
April 12, 2014 $ 28,522,265.63
May 12, 2014 $ 26,315,492.08
June 12, 2014 $ 24,278,354.08
July 12, 2014 $ 22,051,842.81
August 12, 2014 $ 19,994,213.69
September 12, 2014 $ 17,926,697.11
October 12, 2014 $ 15,670,645.01
November 12, 2014 $ 13,582,347.45
December 12, 2014 $ 11,306,087.42
January 12, 2015 $ 9,207,643.91
February 12, 2015 $ 7,099,063.09
March 12, 2015 $ 4,449,541.83
April 12, 2015 $ 2,317,976.39
